Common use of Certain Amendments Clause in Contracts

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no Second Priority Collateral Document or Third Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Priority Collateral, as applicable, would be prohibited by or inconsistent with any of the terms of this Agreement. (b) The Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party, agrees that each Second Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Second Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (d) In the event that the First Priority Representative and/or the First Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner the rights of the First Priority Representative, the other First Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in First Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any First Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the Second Priority Representative or any other Second Priority Secured Party and without any action by the Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Second Priority Representative and Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (f) The First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the First Priority Facilities may be Refinanced, in each case, without the consent of the Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Priority Secured Party; provided, however, that, without the consent of each Second Priority Representative and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and not contravene any provision of, this Agreement. (g) The Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Facilities may be Refinanced, in each case, without the consent of the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no No Second Priority Collateral Document or Third Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent with any of the terms of this Agreement. . The Borrower agrees to deliver to the Designated Senior Priority Representative copies of (bi) The any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Representative] pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), including liens and security interests granted to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as collateral agent, pursuant to or in connection with the First Lien Credit Agreement dated as of October 22, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative Representative] or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-First Lien/Second Lien Intercreditor Agreement Agreement, dated as of December 20October 22, 2024 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-First Lien/Second Lien Intercreditor Agreement”), among Bank of America▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, N.A.INC., as administrative agent and collateral agent under the First Lien Credit AgreementAdministrative Agent, U.S. Bank Trust Company▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, National AssociationINC., as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes IndentureAdministrative Agent, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, the Borrower and the other Grantors (as defined therein) certain of its affiliated entities party thereto. In the event of any conflict between the terms of the Multi-First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-First Lien/Second Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, Holdings, the Company Borrower or any other Grantor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the any Second Priority Representative or any other Second Priority Secured Party and without any action by the any Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority RepresentativeHoldings, the Company Borrower or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (ix) no such amendment, waiver or consent shall have the effect (i) of removing assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose imposing duties that are materially adverse on any additional duties on Second Priority Representative without its consent or (iii) altering the terms of the Second Priority Representative Collateral Documents to permit other Liens on the Collateral not permitted under the terms of the Second Priority Debt Documents as in effect on the date hereof or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give Article VI hereof and (y) written notice of such amendment, waiver or consent shall have been given to the each Second Priority Representative and Third Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (fc) The First Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the First Senior Priority Facilities Debt Documents may be Refinanced, in each case, without the consent of the any Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Second Priority Secured Party; provided, however, that, without the consent of the Second Lien Administrative Agent, acting with the consent of the Required Lenders (as such term is defined in the Second Lien Credit Agreement) and each other Second Priority Representative and (acting with the consent of the requisite holders of each Third series of Additional Second Priority RepresentativeDebt), any no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification (including self-effecting or Refinancing other modifications pursuant to Section 2.14 or Section 2.15 of the First Lien Credit Agreement) shall comply with, and not contravene any provision of, of this Agreement. (gd) The Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Facilities Debt Documents may be Refinanced, in each case, without the consent of the First any Senior Priority Representative or any First Senior Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured PartParty; provided, however, that, without the consent of each the First Priority RepresentativeLien Administrative Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and each Third other Senior Priority RepresentativeRepresentative (acting with the consent of the requisite holders of each series of Additional Senior Priority Debt), any no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification (including self-effecting or Refinancing other modifications pursuant to Section 2.14 or 2.15 of the Second Lien Credit Agreement) shall comply with, and shall not contravene any provision of, of this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no No Second Priority Collateral Document or Third Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Senior Subordinated Priority Collateral, as applicableCollateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. . The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (bi) The any amendments, supplements or other modifications to the Second Priority Representative, Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the First Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Representative][Senior Subordinated Priority Representative] pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative Representative][Senior Subordinated Priority Representative] or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20September 27, 2024 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of Americaamong, inter alia, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029Administrative Agent, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of AmericaJPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit AgreementSenior Secured Collateral Agent, any Additional First Priority RepresentativeDeutsche Trustee Company Limited, any Additional Second Priority Representativeas Senior Subordinated Notes Trustee, any Additional Third Priority RepresentativeDeutsche Bank AG, iHeartCommunicationsLondon Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, the Notes Issuers, the Borrowers and the other Grantors (as defined therein) their subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, Holdings, the Company Notes Issuers, the Borrowers or any other Grantor Debtor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of the any Second Priority Representative or any other Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by the any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Company Notes Issuers, the Borrowers or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable lawDebtor; provided, however, that (ix) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Third Senior Subordinated Priority Collateral DocumentDocument or release any such Liens, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, 5.01 or (B) following an Event of Default or in connection with or in lieu of impose duties that are adverse on any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Second Priority Representative or Third Senior Subordinated Priority Representative, in each case Representative without its prior written consent. The First Priority Secured Parties shall give , (y) written notice of such amendment, waiver or consent shall have been given to the each Second Priority Representative and Third or Senior Subordinated Priority Representative (as applicable) within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. and validity thereof and (ez) After to the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no extent such amendment, waiver or consent shall have requires any mandatory form or other perfection requirement such as notarial form, the effect of removing assets subject parties agree to comply with the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to the Third Priority Representative within ten (10) Business Days after the effectiveness of comply with such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determinationform requirement as soon as reasonably practicable. (fc) The First Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the First Senior Priority Facilities Debt Documents may be Refinanced, in each case, without the consent of the any Second Priority Representative, any other Representative or Second Priority Secured Party, the Third Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other Third Priority Secured Partyprovisions hereof; provided, however, that, without the consent of each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Third Senior Subordinated Priority RepresentativeRepresentative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), any no such amendment, restatement, amendment and restatement, waiver, supplement, or modification or Refinancing shall comply with, and not contravene any provision of, of this Agreement. (gd) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Facilities Debt Documents (subject to Section 5.03(a)) may be Refinancedrefinanced, renewed, extended or replaced, in each case, without the consent of the First any Senior Priority Representative or any First Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, provided, however, that, without the consent of each Senior Priority Representative (except to acting with the extent a consent is required to permit of the requisite holders of each series of Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, of this Agreement. (he) The Third Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Senior Subordinated Priority Facilities Debt Documents (subject to Section 5.03(a)) may be Refinancedrefinanced, renewed, extended or replaced, in each case, without the consent of (x) the First any Senior Priority Representative or any First Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (except to acting with the extent a consent is required to permit of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, of this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First No Second Priority Debt DocumentsDocument (including, no for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document or Third (including, for the avoidance of doubt, Senior Priority Collateral Document Document) may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any such new Second Priority Collateral Debt Document or Third Senior Priority Collateral, as applicableDebt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. (b) The . Each Grantor shall cause and each Second Priority Representative, for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that consents to each Grantor causing, each Second Priority Collateral Document under its Second Priority Debt Document shall Facility (other than this Agreement) to include the following language (or language to a similar effect as reasonably approved by the First Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), including liens and security interests granted to Credit Suisse AG, Cayman Islands Branch, as collateral agent, pursuant to or in connection with the First Lien Credit Agreement dated as of February 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other parties thereto and (ii) the exercise of any right or remedy by the Second Priority Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of contained in the Multi-First Lien/Second Lien Intercreditor Agreement dated as of December 20March 15, 2024 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of AmericaCredit Suisse AG, N.A.Cayman Islands Branch, as administrative agent and collateral agent under the First Lien Credit AgreementCollateral Agent, U.S. Bank Trust CompanyWilmington Trust, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes IndentureCollateral Agent, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital SolarWinds Intermediate Holdings I, LLC, as Holdings, Inc. and the other Grantors (as defined therein) its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, Holdings, the Company Borrower or any other Grantor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the any Second Priority Representative or any other Second Priority Secured Party and without any action by the any Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority RepresentativeHoldings, the Company Borrower or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (ix) no such amendment, waiver or consent shall have the effect of (1) removing assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) hereof and (2) increasing the duties or Section 5.01(c)liabilities or reducing the rights or immunities of the Second Lien Collateral Agent, without the prior written consent of the Second Lien Collateral Agent, as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (iiy) no such amendment shall impose any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give written notice of such amendment, waiver or consent shall have been given to the each Second Priority Representative and Third Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (fc) The First Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness Indebtedness under the First Senior Priority Facilities Debt Documents may be Refinanced, in each case, case without the consent of the any Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Second Priority Secured Party; provided, however, that, without the consent of the Second Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the Second Lien Credit Agreement) and each other Second Priority Representative (acting with the consent of the requisite holders of each series of Additional Second Priority Debt), no such amendment, restatement, amendment and each Third restatement, waiver, supplement, modification (including self-effecting or other modifications pursuant to Section 2.19 of the First Lien Credit Agreement) or Refinancing shall result in (1) the aggregate principal amount of Indebtedness consisting of Senior Priority Representative, any Obligations in existence on the date of such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply withRefinancing, and not contravene any provision ofor permitted to be incurred, this Agreement. exceeding the Maximum Senior Priority Obligations Amount, (g2) The a reduction of the aggregate amount of Indebtedness that is permitted to be outstanding under the Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and below the indebtedness then-outstanding aggregate principal amount of Indebtedness under the Second Priority Debt Documents, (3) the modification or addition of any covenant or event of default under the Senior Priority Debt Documents that directly restricts any Grantor from making payments of the Second Priority Obligations that would otherwise be permitted under the First Lien Credit Agreement as in effect on the First Amendment Date, (4) the modification of the provisions under the First Lien Credit Agreement restricting and/or limiting assignments of Term Loans (as defined in the First Lien Credit Agreement on the date hereof) to Sponsor Permitted Assignees (as defined in the First Lien Credit Agreement on the date hereof) in a manner directly materially adverse to the lenders or noteholders under any Second Priority Debt Facilities may be Refinancedor (5) the issuance, incurrence or existence of any Indebtedness under the Senior Priority Debt Documents (for the avoidance of doubt, excluding Indebtedness in each casethe form of notes, without bonds or other debt securities) having an applicable margin or similar component of the consent interest rate (including any interest rate floor) (the “Interest Rate Margin”) that exceeds by more than 4.50% per annum the Interest Rate Margin as of the First Priority Representative or any First Priority Secured Party (except Amendment Date applicable to the extent a Initial US Term Loans (as defined in the First Lien Credit Agreement as in effect on the First Amendment Date), excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent is required to permit such related fees payable in the event of an amendment or (C) resulting from an increase in the underlying reference rate not caused by an amendment, restatement, amendment and restatement, waiver, supplement, modification supplement or Refinancing under the First Priority Facilities), the Third modification; provided that no Senior Priority Representative (or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Senior Priority Secured Party represented by it) shall be deemed to be in violation of this clause (except 5) unless such Senior Priority Representative (acting at the direction, or with the consent, of the requisite Senior Priority Secured Parties represented by it) consents or otherwise agrees in writing to the extent a consent is required to permit such amendmentissuance, restatement, amendment and restatement, waiver, supplement, modification incurrence or Refinancing existence of Indebtedness under the First Senior Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this AgreementDebt Documents.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no No Second Priority Collateral Document or Third Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. . The Lead Borrower agrees to deliver to the Designated Senior Representative copies of (bi) The any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Priority Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to Bank of America, N.A., as collateral agent, pursuant to or in connection with the First Lien Term Loan Credit Agreement dated as March 1, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Greenlight Acquisition Corporation, ATS Consolidated, Inc., American Traffic Solutions, Inc., LaserCraft, Inc., the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the Second Priority Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-First Lien/Second Lien Intercreditor Agreement dated as of December 20March 1, 2024 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Multi-First Lien/Second Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes IndentureCollateral Agent, Bank of America, N.A., as administrative agent and collateral agent under the Third Initial Second Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority RepresentativeGreenlight Acquisition Corporation, any Additional Third Priority Representative, iHeartCommunicationsATS Consolidated, Inc., as the CompanyAmerican Traffic Solutions, iHeartMedia Capital IInc., LLCLaserCraft, as Holdings, Inc. and the other Grantors (as defined therein) from time to time party thereto. In the event of any conflict between the terms of the Multi-First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-First Lien/Second Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, the Company Borrowers or any other Grantor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the any Second Priority Representative or any other Second Priority Secured Party and without any action by the any Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company Borrowers or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (ix) no such amendment, waiver or consent shall have the effect of removing (i) remove assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is as provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose duties that are adverse on any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give prior written consent and (y) written notice of such amendment, waiver or consent shall have been given by the Lead Borrower to the each Second Priority Representative and Third Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that consent (although the failure to give any such notice shall not in no way affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination). (fc) The First Each of the Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the First any Senior Priority Facilities Debt Document may be Refinanced, in each case, without the consent of the any Second Priority Representative, any other Representative or Second Priority Secured Party, all without affecting the Third Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (d) Each of the Second Priority Debt Facilities may be amended, restated, waived, supplemented or otherwise modified in accordance with its terms, and the indebtedness under the Second Priority Debt Facilities may be Refinanced without the consent of any Senior Priority Representative or any other Third Senior Priority Secured Party; provided, however, that, without the consent of (x) until the Discharge of First Lien Credit Agreement Obligations, the First Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and (y) each Second other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Debt), no such amendment, restatement, supplement or modification shall (1) contravene any provision of this Agreement, or (2) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans and aggregate principal amount of revolving commitments, in each Third case, under the Senior Priority Representative, Debt Documents on the day of any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and not contravene any provision of, this AgreementRefinancing. (g) The Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Facilities may be Refinanced, in each case, without the consent of the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no Second Priority Collateral Document or Third No Junior Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Junior Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent with any of the terms of this Agreement. . The Borrower agrees to deliver to the Designated Senior Priority Representative copies of (bi) The Second any amendments, supplements or other modifications to the Junior Priority Collateral Documents and (ii) any new Junior Priority Collateral Documents promptly after effectiveness thereof. Each Junior Priority Representative, for itself and on behalf of each other Second Junior Priority Secured PartyParty under the applicable Junior Priority Debt Facility, agrees that each Second Junior Priority Collateral Document under the applicable Junior Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Junior Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMORGAN CHASE BANK, N.A., as collateral agent, pursuant to or in connection with the Credit Agreement dated as of April 25, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the co-obligors from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as notes collateral agent, pursuant to or in connection with the Indenture dated as of May 24, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the guarantors party thereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee and notes collateral agent, and (ii) the exercise of any right or remedy by the Second Junior Priority Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Junior Priority Intercreditor Agreement Agreement, dated as of December 20[•], 2024 20[•] (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Junior Priority Intercreditor Agreement”), among Bank of AmericaJPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent under the First Lien Senior Credit AgreementFacilities Collateral Agent, U.S. Bank Trust CompanyBANK TRUST COMPANY, National AssociationNATIONAL ASSOCIATION, as trustee and collateral agent for Senior Notes Collateral Agent, [•] as Junior Priority Collateral Agent, the Senior Secured First Lien Notes due 2029Borrower, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) grantors from time to time party thereto and each additional representative from time to time party thereto. In the event of any conflict between the terms of the Multi-Lien Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Junior Priority Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, the Company Borrower or any other Grantor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Junior Priority Collateral Document without the consent of the Second any Junior Priority Representative or any other Second Junior Priority Secured Party and without any action by the Second any Junior Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company Borrower or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (ix) no such amendment, waiver or consent shall have the effect (i) of removing assets subject to the Lien of any Second Priority Collateral Document or Third Junior Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose imposing duties that are materially adverse on (including by eliminating protections of) any additional duties Junior Priority Representative without its consent or (iii) altering the terms of the Junior Priority Collateral Documents to permit other Liens on the Second Collateral not permitted under the terms of the Junior Priority Representative Debt Documents as in effect on the date hereof or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give Article 6 hereof and (y) written notice of such amendment, waiver or consent shall have been given to the Second Priority Representative and Third each Junior Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (fc) The First Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the First Senior Priority Facilities Debt Documents may be Refinanced, in each case, without the consent of the Second Priority Representative, any other Second Priority Secured Party, the Third Junior Priority Representative or any other Third Junior Priority Secured Party; provided, however, that, without the consent of the Junior Priority Collateral Agent, acting with the consent of the requisite holders under the applicable Junior Priority Debt Facilities and each Second other Junior Priority Representative and (acting with the consent of the requisite holders of each Third series of Additional Junior Priority RepresentativeDebt), any no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification or Refinancing shall comply with, and not contravene any provision of, of the express provisions of this Agreement. (gd) The Second Junior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Junior Priority Facilities Debt Documents may be Refinanced, in each case, without the consent of the First any Senior Priority Representative or any First other Senior Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured PartParty; provided, however, that, without the consent of each First Priority Representativethe Senior Credit Facilities Collateral Agent (acting with the consent of the Required Lenders (as such term is defined in the Senior Credit Agreement)), the Senior Notes Collateral Agent (acting with the consent of the holders of a majority in aggregate principal amount of the notes issued pursuant to the Senior Secured Notes Indenture then outstanding), and each Third other Senior Priority RepresentativeRepresentative (acting with the consent of the requisite holders of each series of Additional Senior Priority Debt), any no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification or Refinancing shall comply with, and shall not contravene any provision of, of this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no No Second Priority Collateral Document or Third Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. . The Issuer agrees to deliver to the Designated Senior Representative copies of (bi) The any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Priority Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to U.S. Bank Trust Company, National Association, as notes collateral agent, pursuant to or in connection with the Indenture dated as of August 8, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Accelerate Diagnostics, Inc. and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent, and (ii) the exercise of any right or remedy by the Second Priority Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-First Lien/Second Lien Intercreditor Agreement dated as of December 20August 8, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Multi-First Lien/Second Lien Intercreditor Agreement”), among U.S. Bank of AmericaTrust Company, N.A.National Association, as administrative agent and collateral agent under the First Lien Credit AgreementSuper-Priority Collateral Agent, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Initial Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunicationsAccelerate Diagnostics, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, issuer and the other Grantors (as defined therein) party parties thereto. In the event of any conflict between the terms of the Multi-First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-First Lien/Second Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, the Company Issuer or any other Grantor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the any Second Priority Representative or any other Second Priority Secured Party and without any action by the any Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company Issuer or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (ix) no such amendment, waiver or consent shall have the effect of removing (i) remove assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is as provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose duties that are adverse on any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give prior written consent and (y) written notice of such amendment, waiver or consent shall have been given by the Issuer to the each Second Priority Representative and Third Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that consent (although the failure to give any such notice shall not in no way affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination). (fc) The First Each of the Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the First any Senior Priority Facilities Debt Document may be Refinanced, in each case, without the consent of the any Second Priority Representative, any other Representative or Second Priority Secured Party, all without affecting the Third Priority Representative Lien priorities provided for herein or any the other Third Priority Secured Partyprovisions hereof; provided, however, that, without the consent of each the Second Priority Representative and each Third Priority RepresentativeRepresentatives, any no such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall comply with, and not contravene any provision of, of this Agreement. (gd) The Each of the Second Priority Debt Documents Facilities may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the Second Priority Debt Facilities may be Refinanced, in each case, Refinanced without the consent of the First any Senior Priority Representative or any First Senior Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured PartParty; provided, however, that, without the consent of (x) until the Discharge of Super-Priority Notes Obligations, the Super-Priority Collateral Agent, acting with the consent of the Required Holders (as such term is defined in the Super-Priority Notes Indenture) and (y) each First other Senior Priority RepresentativeRepresentative (acting with the consent of the requisite holders of each series of Additional Senior Priority Debt), no such amendment, restatement, supplement or modification shall (1) contravene any provision of this Agreement, or (2) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of notes and term loans and aggregate principal amount of revolving commitments, in each Third case, under the Senior Priority Representative, Debt Documents on the day of any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this AgreementRefinancing. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no No Second Priority Collateral Document or Third Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. . The Designated Second Priority Representative agrees to deliver to the Designated Senior Representative copies of (bi) The any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Priority Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Junior Priority Intercreditor Agreement referred to below), including liens and security interests granted to Bank of America, N.A., as collateral agent, pursuant to or in connection with the Credit Agreement dated as of November 9, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among ▇▇▇▇ ▇▇▇▇▇▇ Holdings, Inc., the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the Second Priority Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Junior Priority Intercreditor Agreement dated as of December [ ], 20, 2024 [ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Multi-Lien Junior Priority Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit AgreementCollateral Agent, U.S. Bank Trust Company, National Association[ ], as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Initial Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications[▇▇▇▇ ▇▇▇▇▇▇ Holdings, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, ] and the other Grantors (as defined therein) party parties thereto. In the event of any conflict between the terms of the Multi-Lien Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Junior Priority Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, the Company Borrower or any other Grantor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the any Second Priority Representative or any other Second Priority Secured Party and without any action by the any Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company Borrower or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (ix) no such amendment, waiver or consent shall have the effect of removing (i) remove assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is as provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose duties that are adverse on any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give prior written consent and (y) written notice of such amendment, waiver or consent shall have been given to the each Second Priority Representative and Third Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (ec) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any Each of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (f) The First Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under any Senior Priority Debt Document may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (d) Each of the Second Priority Debt Facilities may be amended, restated, waived, supplemented or otherwise modified in accordance with its terms, and the indebtedness under the First Second Priority Debt Facilities may be Refinanced, in each case, without the consent of the Second Priority Representative, any other Second Priority Secured Party, the Third Senior Priority Representative or any other Third Senior Priority Secured Party; provided, however, that, without the consent of (x) until the Discharge of First Lien Credit Agreement Obligations, the First Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and (y) each Second other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Debt), no such amendment, restatement, supplement or modification shall (1) contravene any provision of this Agreement, or (2) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans and aggregate principal amount of revolving commitments, in each Third case, under the Senior Priority Representative, Debt Documents on the day of any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and not contravene any provision of, this AgreementRefinancing. (g) The Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Facilities may be Refinanced, in each case, without the consent of the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms consent of the Designated First Priority Debt DocumentsRepresentative, no Second Priority Collateral Document or Third Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Priority Collateral, as applicableDocument, would (w) adversely affect the Lien priority rights of the First Priority Secured Parties or the rights of the First Priority Secured Parties to receive payments owing pursuant to the First Priority Debt Documents, (x) add any Liens securing the Collateral (other than to the extent permitted under this Agreement), (y) confer any additional rights on the Second Priority Secured Parties in a manner adverse to the First Priority Secured Parties or (z) be prohibited by or inconsistent with contravene any of the terms of the Initial Second Lien Debt Agreements or this Agreement. . The Borrowers agree to deliver to the First Priority Representatives copies of (bi) The any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after the effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Document Facility and such Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred Representative] [pursuant to below) this Agreement] are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties (as defined in the Multi-First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to (a) Alter Domus Products Corp., as administrative agent (the “Exchange Credit Facility Agent”) under the Exchange Credit Agreement (as defined in the First Lien/Second Lien Intercreditor Agreement) or (b) Alter Domus Products Corp., as administrative agent (the “Existing Credit Facility Agent”) under the Existing Credit Agreement (as defined in the First Lien/Second Lien Intercreditor Agreement), and (ii) the exercise of any right or remedy by the [Second Priority Representative Representative] or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-First Lien/Second Lien Intercreditor Agreement dated as of December 20August 19, 2024 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Multi-First Lien/Second Lien Intercreditor Agreement”), among Bank of Americathe Exchange Credit Facility Agent, N.A.the Existing Credit Facility Agent, as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Ankura Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Initial Second Lien Representative, The GEO Group, Inc., GEO Corrections Holdings, Inc., and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-First Lien/Second Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the each applicable First Priority Representative and/or the First Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner the rights of the First Priority RepresentativeRepresentatives, the other First Priority Secured Parties, the Company any Borrower, or any other Grantor thereunder (including the release of any Liens in First Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any First Priority Obligation, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the any Second Priority Representative or any other Second Priority Secured Party and without any action by the any Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority RepresentativeBorrower, the Company or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (iA) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on any Second Priority Representative without its prior written consent and (C) any such amendment, waiver, or modification that materially and adversely affects the rights of the Second Priority Secured Parties and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to any Second Priority Collateral Document without the consent of the Second Priority Representative (as directed or Third Priority Representative, in each case without its consent. The First with the consent of the Second Priority Secured Parties holding a majority in the aggregate principal amount of the outstanding Second Priority Debt Obligations). The relevant First Priority Representative shall give written notice of such amendment, waiver or consent to the each Second Priority Representative and Third Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent waiver or determinationconsent. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (fc) The First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and terms without the indebtedness under the First consent of any Second Priority Facilities may be Refinanced, in each caseSecured Party; provided that, without the consent of the Second Priority RepresentativeRepresentatives, any other Second Priority Secured Party, the Third Priority Representative or any other Third Priority Secured Party; provided, however, that, without the consent of each Second Priority Representative and each Third Priority Representative, any no such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall comply with, and not contravene any provision of, of this Agreement. (gd) The Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and terms without the indebtedness under the Second consent of any First Priority Facilities may be Refinanced, in each caseRepresentative or First Priority Secured Party; provided that, without the consent of the Designated First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit Representative, no such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities)(or successive amendments, the Third Priority Representative restatements, supplements, modifications or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing Refinancings) shall comply with, and shall not contravene any provision of, of this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First No Second Priority Debt DocumentsDocument (including, no for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document or Third (including, for the avoidance of doubt, Senior Priority Collateral Document Document) may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any such new Second Priority Collateral Debt Document or Third Senior Priority Collateral, as applicableDebt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. (b) The . Each Grantor shall cause and each Second Priority Representative, for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that consents to each Grantor causing, each Second Priority Collateral Document under its Second Priority Debt Document shall Facility (other than this Agreement) to include the following language (or language to a similar effect as reasonably approved by the First Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Representative] pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), including liens and security interests granted to Credit Suisse AG, Cayman Islands Branch, as collateral agent, pursuant to or in connection with the First Lien Credit Agreement dated as of February 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other parties thereto and (ii) the exercise of any right or remedy by the [Second Priority Representative Representative] or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of contained in the Multi-First Lien/Second Lien Intercreditor Agreement dated as of December 20February 5, 2024 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of AmericaCredit Suisse AG, N.A.Cayman Islands Branch, as administrative agent and collateral agent under the First Lien Credit AgreementCollateral Agent, U.S. Bank Trust CompanyWilmington Trust, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes IndentureCollateral Agent, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital SolarWinds Intermediate Holdings I, LLC, as Holdings, Inc. and the other Grantors (as defined therein) its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, Holdings, the Company Borrower or any other Grantor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the any Second Priority Representative or any other Second Priority Secured Party and without any action by the any Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority RepresentativeHoldings, the Company Borrower or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (ix) no such amendment, waiver or consent shall have the effect of (1) removing assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) hereof and (2) increasing the duties or Section 5.01(c)liabilities or reducing the rights or immunities of the Second Lien Notes Trustee or Second Lien Notes Collateral Agent, without the prior written consent of the Second Lien Notes Trustee or Second Lien Notes Collateral Agent, as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (iiy) no such amendment shall impose any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give written notice of such amendment, waiver or consent shall have been given to the each Second Priority Representative and Third Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (fc) The First Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness Indebtedness under the First Senior Priority Facilities Debt Documents may be Refinanced, in each case, case without the consent of the any Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Second Priority Secured Party; provided, however, that, without the consent of the Second Lien Notes Trustee, acting with the consent of the Required Holders (as such term is defined in the Second Lien Notes Indenture) and each other Second Priority Representative (acting with the consent of the requisite holders of each series of Additional Second Priority Debt), no such amendment, restatement, amendment and each Third restatement, waiver, supplement, modification (including self-effecting or other modifications pursuant to Section 2.19 of the First Lien Credit Agreement) or Refinancing shall result in (1) the aggregate principal amount of Indebtedness consisting of Senior Priority Representative, any Obligations in existence on the date of such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply withRefinancing, and not contravene any provision ofor permitted to be incurred, this Agreement. exceeding the Maximum Senior Priority Obligations Amount, (g2) The a reduction of the aggregate amount of Indebtedness that is permitted to be outstanding under the Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and below the indebtedness then-outstanding aggregate principal amount of Indebtedness under the Second Priority Facilities may be RefinancedDebt Documents, in each case, without (3) modify or add any covenant or event of default under the consent Senior Priority Debt Documents that directly restricts any Grantor from making payments of the Second Priority Obligations that would otherwise be permitted under the First Lien Credit Agreement as in effect on the date hereof or (4) the issuance, incurrence or existence of any Indebtedness under the Senior Priority Representative Debt Documents (for the avoidance of doubt, excluding Indebtedness in the form of notes, bonds or other debt securities) having an applicable margin or similar component of the interest rate (including any First Priority Secured Party interest rate floor) (except the “Interest Rate Margin”) that exceeds by more than 4.00% per annum the Interest Rate Margin as of the date hereof applicable to the extent a Initial Term Loans (as defined in the First Lien Credit Agreement as in effect on the date hereof), excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent is required to permit such related fees payable in the event of an amendment or (C) resulting from an increase in the underlying reference rate not caused by an amendment, restatement, amendment and restatement, waiver, supplement, modification supplement or Refinancing under the First Priority Facilities), the Third modification; provided that no Senior Priority Representative (or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Senior Priority Secured Party represented by it) shall be deemed to be in violation of this clause (except 4) unless such Senior Priority Representative (acting at the direction, or with the consent, of the requisite Senior Priority Secured Parties represented by it) consents or otherwise agrees in writing to the extent a consent is required to permit such amendmentissuance, restatement, amendment and restatement, waiver, supplement, modification incurrence or Refinancing existence of Indebtedness under the First Senior Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this AgreementDebt Documents.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no Second Priority Collateral Document or Third No Junior Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Junior Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent with any of the terms of this Agreement. . The Borrower agrees to deliver to the Senior Priority Representative copies of (bi) The Second any amendments, supplements or other modifications to the Junior Priority Collateral Documents and (ii) any new Junior Priority Collateral Documents promptly after effectiveness thereof. Each Junior Priority Representative, for itself and on behalf of each other Second Junior Priority Secured PartyParty under the applicable Junior Priority Debt Facility, agrees that each Second Junior Priority Collateral Document under the applicable Junior Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Senior Priority Representative): “"Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Junior Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), including liens and security interests granted to BANK OF AMERICA, N.A., as collateral agent, under the Credit Agreement dated as of [●], 2023 (as amended, increased, extended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the Guarantors party thereto, the lenders and letter of credit issuers from time to time party thereto and BANK OF AMERICA, N.A., as administrative agent and collateral agent, and the other Credit Documents (as defined therein), and (ii) the exercise of any right or remedy by the Second Junior Priority Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Junior Priority Intercreditor Agreement Agreement, dated as of December [●], 20, 2024 [●] (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien "Junior Priority Intercreditor Agreement”"), among Bank of AmericaBANK OF AMERICA, N.A., as administrative agent and collateral agent under Senior Credit Facilities Collateral Agent, [●] as Junior Priority Collateral Agent, the First Lien Credit AgreementBorrower, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) grantors from time to time party thereto and each additional representative from time to time party thereto. In the event of any conflict between the terms of the Multi-Lien Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Junior Priority Intercreditor Agreement shall govern.”" (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, the Company Borrower or any other Grantor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Junior Priority Collateral Document without the consent of the Second any Junior Priority Representative or any other Second Junior Priority Secured Party and without any action by the Second any Junior Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company Borrower or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (ix) no such amendment, waiver or consent shall have the effect of (i) removing assets subject to the Lien of any Second Priority Collateral Document or Third Junior Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any imposing additional duties that are materially adverse on any Junior Priority Representative without its consent or (iii) altering the terms of the Junior Priority Collateral Documents to permit other Liens on the Second Collateral not permitted under the terms of the Junior Priority Representative Debt Documents as in effect on the date hereof or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give Article 6 hereof and (y) written notice of such amendment, waiver or consent shall have been given to the Second Priority Representative and Third each Junior Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that consent (although the failure to give any such notice shall not in no way affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination). (fc) The First Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the First Senior Priority Facilities Debt Documents may be Refinanced, in each case, without the consent of the Second Priority Representative, any other Second Priority Secured Party, the Third Junior Priority Representative or any other Third Junior Priority Secured Party; provided, however, that, without the consent of the Junior Priority Collateral Agent, acting with the consent of the requisite holders under the applicable Junior Priority Debt Facilities and each Second other Junior Priority Representative and (acting with the consent of the requisite holders of each Third series of Additional Junior Priority RepresentativeDebt), any no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification or Refinancing shall comply with, and not contravene any provision of, of the express provisions of this Agreement. (gd) The Second Junior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Junior Priority Facilities Debt Documents may be Refinanced, in each case, without the consent of the First any Senior Priority Representative or any First other Senior Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured PartParty; provided, however, that, without the consent of each First the Senior Priority Representative, and each Third Priority Representative, any no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification or Refinancing shall comply with, and shall not contravene any provision of, of this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no No Second Priority Collateral Document or Third Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent with any of the terms of this Agreement. (b) The Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party, agrees that each Second Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Second Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the MultiNon-Released Multi Lien Intercreditor Agreement dated as of December 2029, 2024 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “MultiNon-Released Multi Lien Intercreditor Agreement”), among Bank of America, N.A., GLAS USA LLC as administrative agent and for the Superpriority Secured Parties, GLAS Americas LLC, as collateral agent under for the First Lien Credit AgreementSuperpriority Secured Parties, U.S. Bank Trust Company, National Association, as trustee and for the 2025 U.S. Notes Secured Parties, GLAS Americas LLC, as collateral agent for the Senior 2025 U.S. Notes Secured First Lien Notes due 2029Parties, U.S. Bank Trust Company, National Association, as trustee and for the 2025 E.U. Notes Secured Parties, GLAS Americas LLC, as collateral agent for the Senior 2025 E.U. Notes Secured First Lien Notes due 2030Parties, U.S. Bank Trust CompanyJPMorgan Chase Bank, National AssociationN.A., as trustee and administrative #96358272v26 agent for the 2025 Credit Agreement Secured Parties, GLAS Americas LLC, as collateral agent for the Senior 2025 Credit Agreement Secured First Lien Notes due 2031Parties, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of AmericaJPMorgan Chase Bank, N.A., as administrative agent and collateral agent under for the Third Lien Existing 2023 Credit Agreement, any Additional First Priority RepresentativeAgreement Secured Parties, any Additional Second Priority Representative, any Additional Third Priority Representative▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, iHeartCommunications, Inc.Incorporated, as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the MultiNon-Released Multi Lien Intercreditor Agreement and the terms of this Agreement, the terms of the MultiNon-Released Multi Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (d) In the event that the First Priority Representative and/or the First Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner the rights of the First Priority Representative, the other First Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in First Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any First Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the Second Priority Representative or any other Second Priority Secured Party and without any action by the Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Second Priority Representative and Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (fd) The First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the First Priority Facilities may be Refinanced, in each case, without the consent of the Second Priority Representative, Representative or any other Second Priority Secured PartyParty (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Third Second Priority Representative or any other Third Priority Secured PartyFacilities); provided, however, that, without the consent of each of the Second Priority Representative and each Third Representative, acting with the consent of the holders of at least a majority in aggregate principal amount outstanding under the applicable Second Priority RepresentativeFacility, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and not contravene any provision of, this Agreement. (ge) The Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Facilities may be Refinanced, in each case, without the consent of the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third acting with the consent of the holders of at least a majority in aggregate principal amount outstanding under the applicable First Priority RepresentativeFacility, any such amendment, restatement, amendment and #96358272v26 restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no No Second Priority Collateral Document or Third Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent with any of the terms of this Agreement. . The Borrower agrees to deliver to the Designated Senior Priority Representative copies of (bi) The any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Representative] pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), including liens and security interests granted to BARCLAYS BANK PLC, as collateral agent, pursuant to or in connection with the Credit Agreement dated as of June 7, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and BARCLAYS BANK PLC, as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative Representative] or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Junior Priority Intercreditor Agreement Agreement, dated as of December 20, 2024 [___] (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Junior Priority Intercreditor Agreement”), among Bank of America, N.A.BARCLAYS BANK PLC, as administrative agent and collateral agent under the First Lien Credit AgreementCollateral Agent, U.S. Bank Trust Company, National Association[__], as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes IndentureAgent, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, the Borrower and the other Grantors (as defined therein) certain of its affiliated entities party thereto. In the event of any conflict between the terms of the Multi-Lien Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Junior Priority Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (d) In the event that the First Priority Representative and/or the First Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner the rights of the First Priority Representative, the other First Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in First Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any First Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the Second Priority Representative or any other Second Priority Secured Party and without any action by the Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Second Priority Representative and Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (f) The First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the First Priority Facilities may be Refinanced, in each case, without the consent of the Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Priority Secured Party; provided, however, that, without the consent of each Second Priority Representative and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and not contravene any provision of, this Agreement. (g) The Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Facilities may be Refinanced, in each case, without the consent of the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no No Second Priority Collateral Document or Third Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. . The Designated Second Priority Representative agrees to deliver to the Designated Senior Representative copies of (bi) The any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each other Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Priority Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Junior Priority Intercreditor Agreement referred to below), including liens and security interests granted to Bank of America, N.A., as collateral agent, pursuant to or in connection with the Credit Agreement dated as of November 9, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among ▇▇▇▇ ▇▇▇▇▇▇ Holdings, Inc., the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the Second Priority Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Junior Priority Intercreditor Agreement dated as of December [ ], 20, 2024 [ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Multi-Lien Junior Priority Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Collateral Agent, Northwest Farm Credit AgreementServices, U.S. Bank Trust Company, National AssociationPCA, as trustee and collateral agent for the Initial Additional Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional [ ], as Initial Second Priority Lien Representative, any Additional Third Priority Representative, iHeartCommunications[▇▇▇▇ ▇▇▇▇▇▇ Holdings, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, ] and the other Grantors (as defined therein) party parties thereto. In the event of any conflict between the terms of the Multi-Lien Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Junior Priority Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (d) In the event that the First Priority Representative and/or the First Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner the rights of the First Priority Representative, the other First Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in First Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any First Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the Second Priority Representative or any other Second Priority Secured Party and without any action by the Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Second Priority Representative and Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (f) The First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the First Priority Facilities may be Refinanced, in each case, without the consent of the Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Priority Secured Party; provided, however, that, without the consent of each Second Priority Representative and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and not contravene any provision of, this Agreement. (g) The Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Facilities may be Refinanced, in each case, without the consent of the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no Second Priority Collateral Document or Third No Junior Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Junior Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent with any of the terms of this Agreement. . The Borrower agrees to deliver to the Designated Senior Priority Representative copies of (bi) The Second any amendments, supplements or other modifications to the Junior Priority Collateral Documents and (ii) any new Junior Priority Collateral Documents promptly after effectiveness thereof. Each Junior Priority Representative, for itself and on behalf of each other Second Junior Priority Secured PartyParty under the applicable Junior Priority Debt Facility, agrees that each Second Junior Priority Collateral Document entered into on or after the date hereof under the applicable Junior Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Junior Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Lien Intercreditor Agreement referred to below), including liens and security interests granted to the Senior Priority Secured Parties pursuant to or in connection with the Senior Priority Debt Documents (as defined in the Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the Second Junior Priority Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Junior Priority Intercreditor Agreement Agreement, dated as of December 20[●], 2024 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Junior Priority Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, G▇▇▇▇▇▇ S▇▇▇▇ LENDING PARTNERS LLC, as Senior Priority Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, (“Wilmington Trust”), in its capacity as Initial Second Out Tranche A Notes Collateral Agent, Wilmington Trust, in its capacity as Initial Second Out Tranche B Notes Collateral Agent, Wilmington Trust, in its capacity as Initial Third Out Tranche A Notes Collateral Agent, Wilmington Trust, as Initial Third Out Tranche B Notes Collateral Agent , G▇▇▇▇▇▇ S▇▇▇▇ LENDING PARTNERS LLC, as Initial Junior Priority Collateral Agent, Holdings, and the Borrower, the other Grantors (as defined therein) grantors from time to time party thereto and each additional representative from time to time party thereto. In the event of any conflict between the terms of the Multi-Lien Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Junior Priority Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (db) In the event that the First each applicable Senior Priority Representative and/or the First Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Senior Priority Collateral Document or changing in any manner the rights of the First Senior Priority RepresentativeRepresentatives, the other First Senior Priority Secured Parties, Holdings, the Company Borrower or any other Grantor thereunder (including the release of any Liens in First Senior Priority Collateral), or make any determination as ) in a manner that is applicable to whether any property should become subject to any Lien securing any First all Senior Priority ObligationDebt Facilities, then such amendment, waiver, waiver or consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Junior Priority Collateral Document without the consent of the Second any Junior Priority Representative or any other Second Junior Priority Secured Party and without any action by the Second any Junior Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority RepresentativeHoldings, the Company Borrower or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (ix) no such amendment, waiver or consent shall have the effect (i) of removing assets subject to the Lien of any Second Priority Collateral Document or Third Junior Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose imposing duties that are materially adverse on (including by eliminating material protections of) any additional duties Junior Priority Representative without its consent or (iii) altering the terms of the Junior Priority Collateral Documents to permit other Liens on the Second Collateral not permitted under the terms of the Junior Priority Representative Debt Documents as in effect on the date hereof or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give Article 6 hereof and (y) written notice of such amendment, waiver or consent shall have been given to the Second Priority Representative and Third each Junior Priority Representative within ten (10) 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (fc) The First Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their termsterms and the terms of the Senior Priority Intercreditor Agreement, and the indebtedness under the First Senior Priority Facilities Debt Documents may be Refinanced, in each case, without the consent of the Second Priority Representative, any other Second Priority Secured Party, the Third Junior Priority Representative or any other Third Junior Priority Secured Party; provided, however, that, without the consent of the Junior Priority Collateral Agent, acting with the consent of the requisite holders under the applicable Junior Priority Debt Facilities and each Second other Junior Priority Representative and (acting with the consent of the requisite holders of each Third series of Additional Junior Priority RepresentativeDebt), any no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification or Refinancing shall comply with, and not contravene in any provision of, material respect any of the express provisions of this Agreement. (gd) The Second Junior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Junior Priority Facilities Debt Documents may be Refinanced, in each case, without the consent of the First any Senior Priority Representative or any First other Senior Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured Part; provided, however, that, without the consent of each First the Designated Senior Priority Representative, and each Third Priority Representative, any no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification or Refinancing shall comply with, and shall not directly contravene any provision of, of this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.

Certain Amendments. (a) Without limitation to the terms of the First Priority Debt Documents, no Second Priority Collateral Document or Third No Junior Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Junior Priority Collateral Document or Third Priority Collateral, as applicableDocument, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. . The Borrowers agree to deliver to the Designated Senior Representative copies of (bi) The Second any amendments, supplements or other modifications to the Junior Priority Collateral Documents and (ii) any new Junior Priority Collateral Documents promptly after effectiveness thereof. Each Junior Priority Representative, for itself and on behalf of each other Second Junior Priority Secured PartyParty under its Junior Priority Debt Facility, agrees that each Second Junior Priority Collateral Document under its Junior Priority Debt Document Facility shall include the following language (or language to similar effect reasonably approved by the First Priority Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Junior Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor pursuant to this Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Multi-Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as collateral agent, pursuant to or in connection with the Credit Agreement dated as of March 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among TOTAL PRODUCE PLC, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., TOTAL PRODUCE NORDIC A/S (collectively, the “Borrowers”), the lenders from time to time party thereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as revolving administrative agent and collateral agent, BANK OF AMERICA, N.A., as term administrative agent, and the other parties party thereto from time to time, and (ii) the exercise of any right or remedy by the Second Junior Priority Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Junior Lien Intercreditor Agreement dated as of December [ ], 20, 2024 [ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Multi-Junior Lien Intercreditor Agreement”), among Bank of AmericaCOÖPERATIEVE RABOBANK U.A., N.A.NEW YORK BRANCH, as administrative agent and collateral agent under the First Lien Credit AgreementAgreement Collateral Agent, U.S. Bank Trust Company, National Association[ ], as trustee and collateral agent for the Senior Secured First Initial Junior Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case (under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, Representative and the other Grantors (as defined therein) party theretoBorrowers. In the event of any conflict between the terms of the Multi-Junior Lien Intercreditor Agreement and the terms of this AgreementAgreement (except with respect to [identify section(s) of Agreement that grant the security interest and describe the obligations secured by security interest] and the definitions of defined terms used therein), the terms of the Multi-Junior Lien Intercreditor Agreement shall govern.” (c) The Third Priority Representative, for itself and on behalf of each other Third Priority Secured Party, agrees that each Third Priority Debt Document shall include the following language (or language to similar effect reasonably approved by the First Priority Representative and Second Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Third Priority Representative on the Shared Collateral (as defined in the Multi-Lien Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties and the Second Priority Secured Parties (in each case, as defined in the Multi-Lien Intercreditor Agreement referred to below), and (ii) the exercise of any right or remedy by the Third Priority Representative or any other party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Multi-Lien Intercreditor Agreement dated as of December 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Multi-Lien Intercreditor Agreement”), among Bank of America, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2030, U.S. Bank Trust Company, National Association, as trustee and collateral agent for the Senior Secured First Lien Notes due 2031, in each case under the First Lien Secured Notes Indenture (as defined in the Multi-Lien Intercreditor Agreement), U.S. Bank Trust Company, National Association, as trustee and collateral agent under the Second Lien Notes Indenture, Bank of America, N.A., as administrative agent and collateral agent under the Third Lien Existing Credit Agreement, any Additional First Priority Representative, any Additional Second Priority Representative, any Additional Third Priority Representative, iHeartCommunications, Inc., as the Company, iHeartMedia Capital I, LLC, as Holdings, and the other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the Multi-Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Multi-Lien Intercreditor Agreement shall govern.” (d) In the event that the First Priority Representative and/or the First Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the First Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner the rights of the First Priority Representative, the other First Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in First Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any First Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of (x) each comparable Second Priority Collateral Document without the consent of the Second Priority Representative or any other Second Priority Secured Party and without any action by the Second Priority Representative, the Company or any other Grantor and (y) each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor, in each case unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(a) or Section 5.01(c), as applicable, or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated First Priority Representative or any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Second Priority Representative or Third Priority Representative, in each case without its consent. The First Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Second Priority Representative and Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (e) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, in the event that the Second Priority Representative and/or the Second Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Second Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Collateral Document or changing in any manner the rights of the Second Priority Representative, the other Second Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Second Priority Collateral), or make any determination as to whether any property should become subject to any Lien securing any Second Priority Obligation, then such amendment, waiver, consent or determination shall apply automatically to any comparable provision of each comparable Third Priority Collateral Document without the consent of the Third Priority Representative or any other Third Priority Secured Party and without any action by the Third Priority Representative, the Company or any other Grantor unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Collateral Document, except (A) to the extent that a release of such Lien is provided for in Section 5.01(c) or (B) following an Event of Default or in connection with or in lieu of any exercise of remedies by the Designated Second Priority Representative or any other Second Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Third Priority Representative without its consent. The Second Priority Secured Parties shall give written notice of such amendment, waiver or consent to the Third Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or determination. (f) The First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the First Priority Facilities may be Refinanced, in each case, without the consent of the Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Priority Secured Party; provided, however, that, without the consent of each Second Priority Representative and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and not contravene any provision of, this Agreement. (g) The Second Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Facilities may be Refinanced, in each case, without the consent of the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities), the Third Priority Representative or any other Third Priority Secured Part; provided, however, that, without the consent of each First Priority Representative, and each Third Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement. (h) The Third Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Third Priority Facilities may be Refinanced, in each case, without the consent of (x) the First Priority Representative or any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the First Priority Facilities) or (y) the Second Priority Representative or any Second Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each First Priority Representative and each Second Priority Representative, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and shall not contravene any provision of, this Agreement.