Common use of Security for Obligations Clause in Contracts

Security for Obligations. This Agreement secures the payment of all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness of the Pledgor to the SCIS Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Designated Onex Sub Guaranty and the due performance and compliance by the Pledgor with all of the obligations terms, conditions and agreements contained in the Designated Onex Sub Guaranty and herein (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of any kind obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "SCIS Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness of the Pledgor to the Caterair Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Designated Onex Sub Guaranty and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Designated Onex Sub Guaranty and herein (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Caterair Credit Document Obligations"); (iii) owing by the Pledgor to the Other Creditors under, arising out of or with respect to, the Designated Onex Sub Guaranty in respect of any Interest Rate Protection Agreements or Other Hedging Agreements, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the Secured Agreementsdue performance and compliance by the Pledgor with all of the terms, now conditions and agreements contained in the Designated Onex Sub Guaranty and herein (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the "Other Obligations"); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or hereafter existing preserve its security interest in each casethe Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, whether liquidatedobligations or liabilities of the Pledgor referred to in clauses (i) and (ii) above, unliquidatedupon the occurrence and during the continuance of an Event of Default (such term, directas used in this Agreement, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredshall mean any Event of Default under, and whether as defined in, either Credit Agreement, or any payment default under any Interest Rate Protection Agreement or Other Hedging Agreement, and shall, in any event, include without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations (as hereinafter defined)) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for principalsale or lease, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement. All such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures secures, equally and ratably, in the case of each Grantor, the payment of all Obligations of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, such Grantor now or hereafter existing under (i) this Agreement, (ii) the Existing Notes, the Existing Indenture, the Security Documents and the Subsidiary Guarantees (each as defined in each casethe Existing Indenture) (collectively, the “Existing Notes Obligations”), (iii) the New Notes, the New Indenture, the Security Documents (as defined in the New Indenture) and the Subsidiary Guarantees (as defined in the New Indenture) (collectively, the “New Notes Obligations”), (iv) any Additional Pari Passu Agreement and (v) the Intercreditor Agreement (the documents described in clauses (i) to and including (v), collectively, the “Second Lien Documents”), whether liquidated, unliquidated, direct, direct or indirect, fixed, absolute or contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (whether arising or accruing before or after all such Obligations being the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "“Secured Obligations"”). Without limiting the generality of the foregoing, this Agreement secures secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Pledgor to the Collateral Agent or the Secured PartiesExisting Indenture, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may beIndenture and any Additional Pari Passu Agreement, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security AgreementCompany or any Guarantor. Except as specifically otherwise provided herein and in Section 23 below, all proceeds of Collateral received by the Collateral Agent shall, subject to the Intercreditor Agreement, this Agreement shall not have be distributed by the effect of terminatingCollateral Agent, limiting, modifying or otherwise affecting to the validity, effectiveness, enforceability, perfection and priority holders of the security interests Secured Obligations (or their representative, including the pledges created Trustee under the Original Security Existing Indenture, the Trustee under the New Indenture and any Additional Pari Passu Agent), pro rata, on the basis of the outstanding amount of Secured Obligations owed to such holders, for application as provided in the Existing Indenture, the New Indenture or applicable Additional Pari Passu Agreement, which is hereby ratified and confirmed, as set forth hereinthe case may be.

Security for Obligations. This Agreement secures secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of (a) with respect to Company, all obligations and liabilities of any kind every nature of the Pledgor under this Agreement and the Secured Agreements, Company now or hereafter existing under or arising out of or in connection with the Credit Agreement and other Loan Documents and the Interest Rate Agreements, and (b) with respect to each Pledgor other than Company, all obligations and liabilities of every nature of such Subsidiary Pledgors now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty; in each casecase together with all extensions or renewals thereof, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interestinterest (including interest that, but for the filing of a petition in bankruptcy with respect to any Pledgor, would accrue on such obligations, whether or nor a claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Interest Rate Agreements, fees, costsexpenses, expenses indemnities or otherwise (otherwise, whether arising voluntary or accruing before involuntary, direct or after the occurrence of any "Event of Default" as defined in any Secured Agreement (eachindirect, an "Event of Default") and whether dischargedabsolute or contingent, stayed liquidated or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorunliquidated, whether or not suit is institutedjointly owed with others, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded whether or extended not from time to time (collectivelydecreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of extent all amounts that constitute or any part of the Secured Obligations and would be owed by the Pledgor to the Collateral such payment is avoided or recovered directly or indirectly from Administrative Agent or the Secured Partiesany Lender or Lender Counterparty as a preference, the Original Holders fraudulent transfer or the New Holders otherwise, and all obligations of every nature of Pledgors now or hereafter existing under this Agreement or (all such obligations of Pledgors being the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein"SECURED OBLIGATIONS").

Security for Obligations. (a) This Agreement secures is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any kind guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean (a) any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Senior Note Documents, and (b) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (vi) all amounts paid by any Secured AgreementsCreditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, now or hereafter existing liabilities, sums and expenses set forth in each caseclauses (i) through (vi) of this Section 1, subject to the provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the type described above, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after outstanding on the occurrence date of any "Event of Default" as defined in any Secured this Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. (a) This Agreement secures is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Loan Documents to which it or any Borrower is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any kind guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor and any Borrower with the terms of each such Loan Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Loan Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Other Secured Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under any Other Secured Agreement) and the due performance and compliance by such Pledgor and any Borrower with the terms of each such Other Secured Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and the Company to the Senior Noteholders, whether now existing or hereafter incurred under, arising out of or in connection with the Senior Note Documents to which such Pledgor or the Company is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor (x) under the Senior Note Indenture and the New Senior Note Indenture or (y) under any joint and several guaranty by it of the obligations of the Company and each Guarantor under the Senior Note Indenture and the New Senior Note Indenture) and the due performance and compliance by such Pledgor and the Company with all of the terms, conditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the “Senior Note Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, as used in this Agreement, shall mean any “Event of Default” at any time under, and as defined in, any of the Credit Agreement and the Secured AgreementsSenior Note Documents) shall have occurred and be continuing, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, the reasonable and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and documented out-of-pocket expenses of the Collateral AgentPledgee in connection with the retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Secured PartiesCollateral, or of any exercise by the Original Holders or the New Holders (including Pledgee of its rights hereunder, together with reasonable and documented out-of-pocket attorneys' ’ fees and court costs of the Pledgee; and (vi) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses and with respect set forth in clauses (i) through (vi) of this Section 1, subject to the Collateral Agent provisions of following clause (b), being herein collectively called the “Obligations,” it being acknowledged and reasonable allocated costs and expenses agreed that the “Obligations” shall include extensions of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against credit of the Pledgortype described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time after the date of this Agreement and it being further acknowledged and agreed that the “Obligations” shall exclude any Excluded Swap Obligations. (collectivelyb) The Company will give written notice prior to issuance to the Pledgee of any Senior Notes issued after the date hereof (each, a “Notice of Pledge Agreement Entitlement”) as follows: Such written notice from the Company (i) shall state that it is a “Notice of Pledge Agreement Entitlement”, (ii) shall be delivered to the Pledgee, (iii) shall describe the new Senior Note Obligations to be secured hereby, (iv) shall state that it is delivered pursuant to Section 1(b) of this Agreement, (v) shall reference the aggregate principal amount of such new Indebtedness, and (vi) shall state that such new Indebtedness and the incurrence thereof does not violate, and may be incurred and secured hereunder in accordance with, the "Secured Obligations"). Without limiting the generality applicable provisions of Section 7.02 of the foregoing, this Credit Agreement secures the payment of all amounts that constitute part and Section 4.7 of the Secured Obligations and would be owed by Senior Note Indenture or the Pledgor corresponding Sections of the New Senior Note Indenture. Delivery of a Notice of Pledge Agreement Entitlement, including all of the required information above, prior to the Collateral Agent or issuance of any Senior Notes issued after the Secured Partiesdate hereof shall satisfy the certification requirement in the fourth WHEREAS clause of this Agreement. Promptly following receipt of such Notice of Pledge Agreement Entitlement, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due Pledgee shall deliver to the existence Company written acknowledgement of a bankruptcy, reorganization or similar proceeding involving receipt thereof; provided that the Pledgor. The parties hereto intend failure to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify deliver such acknowledgement shall not exclude the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinsuch Senior Notes from constituting Senior Note Obligations.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise in accordance with the terms of the Credit Agreement) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of the Pledgor to the Bank Creditors (including, without limitation, the obligations and liabilities of any kind of the Pledgor under this the Holdings Guaranty), whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the Secured Agreementsother Credit Documents and the due performance and compliance by the Pledgor with all of the terms, now or hereafter existing conditions and agreements contained in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, the Credit Agreement and whether for the other Credit Documents (all such principal, interest, feesobligations and liabilities described in this clause (i), costscollectively the "Credit Agreement Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, expenses by acceleration or otherwise in accordance with the terms of the Credit Agreement) of all obligations and liabilities owing by the Pledgor to the Other Creditors under, or with respect to, any Interest Rate Protection or Other Hedging Agreement (including, without limitation, the obligations of the Pledgor under the Holdings Guaranty), whether such Interest Rate Protection or Other Hedging Agreement is now in existence or hereafter arising in connection with the Credit Documents, and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) collectively, the "Other Obligations"); (iii) any and all sums advanced and not repaid by the Collateral Agent in order to preserve the Collateral (as hereinafter defined) or accruing before or after preserve its security interest in the occurrence Collateral in accordance with the terms hereof and the other Credit Documents; (iv) in the event of any "proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Pledgor referred to in clauses (i) and (ii), after an Event of Default" Default (as such term is defined in any Secured Agreement (eachthe Security Agreement) shall have occurred and be continuing and the Collateral Agent has given notice under Article X of the Credit Agreement, an "Event the commercially reasonable expenses of Default") and whether dischargedretaking, stayed holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of exercise by the Collateral AgentAgent of its rights hereunder, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and court costs in accordance with the terms hereof and the other Credit Documents; and (v) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all principal, interest and expenses (including reasonable attorney's fees and court costs) owing by the Pledgor to the Seller Creditors under, or with respect to to, the Collateral Agent and reasonable allocated costs Seller Promissory Note (the "Seller Obligations"); all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 collectively, the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the obligations Bankruptcy Code, would become due) and liabilities of any kind the Borrower (in the case of the Borrower or an NSG Pledgor) or such Pledgor under this Agreement and (in the Secured Agreementscase of a Pledgor that is a Subsidiary Guarantor), now existing or hereafter existing incurred under, arising out of or in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured connection with any Credit Document to which the Borrower or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the such Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, is a party (including, in the case of a Pledgor that is a Subsidiary Guarantor, all such obligations of such Pledgor under the Subsidiary Guaranty) and the due performance of and compliance by the Borrower or such Pledgor, as the case may be, with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority automatic stay under Section 362(a) of the Original Security Bankruptcy Code, would become due) and liabilities of the Borrower (in the case of the Borrower and each NSG Pledgor) or such Pledgor (in the case of any Pledgor that is a Subsidiary Guarantor), now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement and this Agreement is intended, inter alia, to continue, increase and modify the (all such obligations and indebtedness secured liabilities under this clause (ii) being herein collectively called the “Interest Rate Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interests and pledges created interest therein; (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Original Security Agreement. Except as specifically provided herein Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and in be continuing, the Intercreditor Agreementreasonable out-of-pocket expenses of retaking, this Agreement shall not have the effect of terminatingholding, limitingpreparing for sale or lease, modifying selling or otherwise affecting disposing of or realizing on the validityCollateral, effectivenessor of any exercise by the Pledgee of its rights hereunder, enforceabilitytogether with reasonable attorneys’ fees and disbursements of counsel; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, perfection liabilities, sums and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as expenses set forth hereinin clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations”.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, the principal of and interest on the notes issued by, and loans made to, SCIS under the SCIS Credit Agreement, all reimbursement obligations and liabilities unpaid drawings in respect of any kind letters of credit issued under the SCIS Credit Agreement, and all indemnities, fees and interest thereon or owed there-under) of such Pledgor under this to the SCIS Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the SCIS Credit Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise other SCIS Credit Documents (whether arising or accruing before or after such term to mean the occurrence of any "Event of DefaultCredit Documents" as defined in any Secured Agreement the SCIS Credit Agreement) (eachincluding, an "Event without limitation, in the case of Default"each Subsidiary Guarantor (including Caterair), all of its obligations, liabilities and indebtedness under the Subsidiaries Guaranty) to which such Pledgor is a party and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding the due performance and compliance by such Pledgor with all of the FCC License Subsidiaryterms, conditions and agreements contained in the SCIS Credit Agreement and such other SCIS Credit Documents, provided that in the case of Caterair Holdings, the security interests created under this Agreement in the Collateral (as defined below) owned by Caterair Holdings shall also secure all such obligations, liabilities and indebtedness of SCIS under the SCIS Credit Documents to which it is a party (all such obligations, liabilities and indebtedness under this clause (i), and all costsexcept to the extent consisting of obligations, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders liabilities or the New Holders (including reasonable attorneys' fees and expenses and indebtedness with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcingInterest Rate Protection Agreements or Other Hedging Agreements, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, being herein collectively called the "Secured SCIS Credit Document Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.;

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party and the due performance of and compliance by such Pledgor with the terms of each such Credit Document by such Pledgor (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement, including all obligations, if any, of such Pledgor under its Guaranty in respect of Secured Interest Rate Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iv) in the event of any kind proceeding for the collection of the Pledgor Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under this the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, this Section 1 being herein collectively called the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of each Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the respective Guaranty to which it is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any kind case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor under this to the Interest Rate Creditors under, or with respect to each Interest Rate Agreement, whether such Interest Rate Agreement is now in existence or hereafter arising, and the due performance and compliance with the terms, conditions and agreements of each such Interest Rate Agreement by such Pledgor including, in the case of Pledgors other than the Borrower, all obligations, liabilities and indebtedness under the Holdings Secured AgreementsGuaranty and Subsidiaries Guaranty (as applicable), now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredin respect of the Interest Rate Agreements, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Interest Rate Obligations”); (iii) the full and prompt payment when due (whether for at the stated maturity, by acceleration or otherwise) of all obligations, indebtedness and liabilities (including, without limitation, principal, interestpremium and interest (including, feeswithout limitation, costs, expenses or otherwise (whether arising or accruing before or all interest that accrues after the occurrence commencement of any "Event of Default" as defined in any Secured Agreement (eachcase, an "Event of Default") and whether dischargedproceeding or other action relating to the bankruptcy, stayed insolvency, reorganization or otherwise affected or allowed as a claim in any bankruptcy similar proceeding of any Pledgor at the FCC License Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding)) owing by such Pledgor to the Second Lien Creditors, as whether now existing or hereafter incurred under, arising out of, or in connection with the foregoing obligations Senior Secured Notes and the other Senior Secured Notes Documents to which such Pledgor is a party (including all such obligations, indebtedness and liabilities may of such Pledgor under any guaranty constituting a Senior Secured Notes Document) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Senior Secured Notes and in such other Senior Secured Notes Documents (all such obligations, indebtedness and liabilities under this clause (iii) being herein collectively called the “Second Lien Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or preserve its security interest therein; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i) through (iii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (vi) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vii) all amounts owing to any Agent pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vii) of this Section 1 being collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. (a) This Agreement secures the prompt payment and performance of all obligations of the obligations Grantor to the Lender and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, its Affiliates now or hereafter existing under or in each caserespect of the [Credit Agreement][, whether liquidatedthe Guaranty] and the other Loan Documents to which it is a party (including without limitation, unliquidatedany extensions, directmodifications, indirectsubstitutions, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured amendments or unsecuredrenewals thereof), and whether for principal, interest, fees, indemnification, costs, expenses or otherwise (whether arising or accruing before or after the occurrence including all out-of-pocket costs of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding enforcement of the FCC License SubsidiaryLoan Documents), and the unconditional performance of all costs, fees obligations to be kept and expenses performed by the Grantor in respect of the Collateral Agent[Credit Agreement][, the Guaranty] and the other Loan Documents to which it is a party (all such obligations being the “Secured PartiesObligations”). (b) After the Effective Date, so long as no Default or Event of Default has occurred and is continuing, the Original Holders Grantor may make trades of Pledged Financial Assets in the Securities Accounts, provided that, a Margin Shortfall or the New Holders (including reasonable attorneys' fees and expenses and with respect Sell-Out Shortfall shall not result from such trade. Notwithstanding anything else in this Agreement to the Collateral Agent contrary, so long as no Default or Event of Default has occurred and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectivelycontinuing, the "Secured Obligations")Grantor may, upon not less than ten (10) Business Days prior written notice, request that the Lender release its security interest in a designated portion of such Pledged Financial Assets, and the Lender shall release its security interest in such designated Collateral, provided that a Margin Shortfall or Sell-Out Shortfall shall not result from such release. Without limiting The Lender reserves the generality of right (which shall be exercised in its reasonable discretion) to select from among the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured PartiesPledged Financial Assets, the Original Holders Pledged Financial Assets (or the New Holders under portion or lots thereof) that shall be subject to release in accordance with this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinSection.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (a) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreementsindebtedness (including, now or hereafter existing in each casewithout limitation, whether liquidatedprincipal, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principalpremium, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costsreimbursement obligations, fees and expenses indemnities (including, without limitation, all interest that accrues after the commencement of the Collateral Agentany case, the Secured Parties, the Original Holders proceeding or the New Holders (including reasonable attorneys' fees and expenses and with respect other action relating to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcingbankruptcy, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyinsolvency, reorganization or similar proceeding involving of any Pledgor at the Pledgor. The parties hereto intend rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to maintain the validityLender Creditors, effectivenesswhether now existing or hereafter incurred under, enforceabilityarising out of, perfection or in connection with, the Credit Agreement and priority the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiary Guaranty) and the due performance and compliance by such Pledgor with all of the Original Security terms, conditions and agreements contained in the Credit Agreement and this Agreement is intendedin such other Credit Documents (all such obligations, inter alia, to continue, increase and modify the obligations liabilities and indebtedness secured under this clause (a), except to the extent consisting of obligations, liabilities or indebtedness with respect to Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements, being herein collectively called the “Credit Document Obligations”); (b) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiary Guaranty), any Swap Agreement permitted by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Credit Agreement, this Bank Product Agreement shall not have or Designated Foreign Facility Agreements, whether such Swap Agreement, Bank Product Agreement or Designated Foreign Facility Agreements, as applicable, is now in existence or hereafter arising, and the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection due performance and priority compliance by such Pledgor with all of the security interests or terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (b) being herein collectively called the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.“Other Obligations”);

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connections with any Interest Rate Protection Agreement or Other Hedging Agreement including, in the case of the Pledgors other than the Borrower, all obligations of such Pledgor under the Subsidiary Guaranty in respect of Interest Rate Protection Agreements or Other Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Pledgor under this Agreement Obligations (as hereinafter defined)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, this Section 1 being herein collectively called the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, reimbursement obligations (both actual and contingent) under Revolving Loans, Swingline Loans, Letters of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Credit, Credit Hedging Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interestPari-Pasu Hedging Agreements, fees, costs, expenses or otherwise and indemnities (whether arising or accruing before or including in each case, without limitation, all interest that accrues after the occurrence commencement of any "Event of Default" as defined in any Secured Agreement (eachcase, an "Event of Default") and whether dischargedproceeding or other action relating to the bankruptcy, stayed insolvency, reorganization or otherwise affected or allowed as a claim in any bankruptcy similar proceeding of any Pledgor at the FCC License Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) of such Pledgor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents to which such Pledgor is a party (including, in the case of each Pledgor that is party to the Subsidiary Guaranty, all Guaranteed Obligations (as defined in the foregoing Subsidiary Guaranty)) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and liabilities may be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by Grantor in favor of the Administrative Agent for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreementsindebtedness (including, now or hereafter existing in each casewithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, premium, interest, reimbursement obligations (both actual and contingent) under Revolving Loans, Swingline Loans and Letters of Credit, fees, costs, expenses or otherwise and indemnities (whether arising or accruing before or including in each case, without limitation, all interest that accrues after the occurrence commencement of any "Event of Default" as defined in any Secured Agreement (eachcase, an "Event of Default") and whether dischargedproceeding or other action relating to the bankruptcy, stayed insolvency, reorganization or otherwise affected or allowed as a claim in any bankruptcy similar proceeding of Grantor at the FCC License Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) of Grantor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents to which Grantor is a party (including, in the case of Grantor that is party to the Subsidiary Guaranty, all Guaranteed Obligations (as defined in the foregoing Subsidiary Guaranty)) and the due performance and compliance by Grantor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i) being herein collectively called the “Credit Document Obligations”); (ii) any and all sums advanced by the Administrative Agent in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of Grantor referred to in clause (i) above, after an Event of Default shall have occurred and liabilities may be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Administrative Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures The security interest created hereby in the payment of Pledged Collateral constitutes continuing collateral security for all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreementsfollowing obligations, whether now existing or hereafter existing in incurred (the "Obligations"): (a) the prompt payment by each casePledgor, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, as and whether for principal, interest, fees, costs, expenses or otherwise when due and payable (whether arising by scheduled maturity, required prepayment, acceleration, demand or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiaryotherwise), and of all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended amounts from time to time (collectively, the "Secured Obligations"). Without limiting the generality owing by it in respect of the foregoingFinancing Agreement and the other Loan Documents, this Agreement secures including, without limitation, (i) all Obligations (as defined in the Financing Agreement) (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of any Loan Party whether or not the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are such interest is unenforceable or is not allowable allowable, in whole or in part, due to the existence of such Insolvency Proceeding), (ii) in the case of a bankruptcyGuarantor, reorganization or similar proceeding involving the Pledgor. The parties hereto intend all amounts from time to maintain the validity, effectiveness, enforceability, perfection and priority time owing by such Pledgor in respect of its guaranty made pursuant to Article X of the Original Security Financing Agreement or under any other Guaranty to which it is a party, including all obligations guaranteed by such Pledgor and this Agreement is intended(iii) all fees, inter aliacommissions, charges, expense reimbursements, indemnifications and all other amounts due or to continuebecome due under any Loan Document (including, increase without limitation, all fees, commissions, charges, expense, reimbursements, indemnifications and modify other amounts that accrue after the commencement of any Insolvency Proceeding of any Loan Party, whether or not the payment of such fees, commissions, charges, expenses, reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such Insolvency Proceeding); and (b) the due performance and observance by each Pledgor of all of its other obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and from time to time existing in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority respect of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinLoan Documents.

Security for Obligations. This Pledge Agreement secures is made by each Pledgor to the Agent Bank for the benefit of the Banks to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the obligations Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with the Guaranty Agreement and any kind other Loan Document to which such Pledgor is a party and the due performance of and compliance by such Pledgor with the terms of the Pledgor under this Guaranty Agreement and each other such Loan Document by such Pledgor (collectively, the Secured Agreements, now or hereafter existing "Loan Document Obligations"); (ii) any and all sums advanced by the Pledgee in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise order to preserve the Collateral (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in Section 3.4 hereof) and/or its security interest therein; (iii) in the event of any Secured Agreement proceeding for the collection of the Obligations (eachas defined below) or the enforcement of this Pledge Agreement, after an "Event of Default"Default (such term, as used in this Pledge Agreement, shall mean any Event of Default under the Loan Agreement after the expiration of any applicable grace period) shall have occurred and whether dischargedbe continuing, stayed the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise affected disposing of or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the FCC License Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (iv) all amounts paid by any Bank as to which such Bank has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Pledge Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, this Section 1 being herein collectively called the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures The security interest created hereby in the payment of Collateral constitutes continuing collateral security for all of the obligations following obligations, whether now existing or hereafter incurred (the "Obligations"'): (a) the prompt payment by each Grantor, as and liabilities when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of any kind all amounts from time to time owing by it in respect of the Pledgor under this Financing Agreement and the Secured Agreementsother Loan Documents, now or hereafter existing in each caseincluding, whether liquidatedwithout limitation, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" i) all Obligations (as defined in the Financing Agreement) (including, without limitation, all interest that accrues after the commencement of any Secured Agreement (each, an "Event Insolvency Proceeding of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the PledgorLoan Party, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are such interest is unenforceable or is not allowable allowable, in whole or in part, due to the existence of such Insolvency Proceeding), (ii) in the case of a bankruptcyGuarantor, reorganization or similar proceeding involving the Pledgor. The parties hereto intend all amounts from time to maintain the validity, effectiveness, enforceability, perfection and priority time owing by such Grantor in respect of its guaranty made pursuant to Article X of the Original Security Financing Agreement or under any other Guaranty to which it is a party, including all obligations guaranteed by such Grantor and this Agreement is intended(iii) all fees, inter aliacommissions, charges, expense reimbursements, indemnifications and all other amounts due or to continuebecome due under any Loan Document (including, increase without limitation, all fees, commissions, charges, expense, reimbursements, indemnifications and modify other amounts that accrue after the commencement of any Insolvency Proceeding of any Loan Party, whether or not the payment of such fees, commissions, charges, expenses, reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such Insolvency Proceeding); and (b) the due performance and observance by each Grantor of all of its other obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and from time to time existing in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority respect of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinLoan Documents.

Security for Obligations. This Security Agreement secures is made by each Obligor for the payment of all benefit of the obligations respective Secured Parties to secure: (a) the prompt payment and liabilities performance in full when due, whether by lapse of any kind time, acceleration, mandatory prepayment or otherwise, of the Pledgor under this Credit Agreement Obligations, owing by each Obligor (other than CS International); (b) the prompt payment and the Secured Agreements, now or hereafter existing performance in each casefull when due, whether liquidatedby lapse of time, unliquidatedacceleration, directmandatory prepayment or otherwise, indirectof the Guaranteed Obligations, fixedowing by CS International; (c) the prompt payment and performance in full when due, contingentwhether by lapse of time, maturedacceleration, unmaturedmandatory prepayment or otherwise, disputedof the Note Obligations, undisputedowing by each Obligor (other than any SN Note Obligor); (d) the prompt payment and performance in full when due, legalwhether by lapse of time, equitableacceleration, secured mandatory prepayment or unsecuredotherwise, of the SN Intercompany Notes Obligations, owing by each SN Note Obligor; (e) any and whether for principalall amounts, interestadvances, feesliabilities and obligations owing by any Obligor (other than the SN Note Obligors with respect to the Note Obligations, costsbut without limiting such amounts, expenses advances, liabilities and obligations owing by any SN Note Obligor with respect to the SN Intercompany Notes Obligations) or otherwise to the Collateral Agent whenever arising, including, without limitation (whether arising or accruing before or after the occurrence of i) any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees expenses, fees, indemnities and other sums chargeable to any Obligor pursuant to any Secured Credit Document, (ii) in collecting or enforcing any of the Credit Agreement Obligations, Guaranteed Obligations or Note Obligations, (iii) in realizing on or protecting or preserving any security therefor, or (iv) for taking any action under or otherwise in connection with any Secured Credit Document, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent or joint and several, whether now existing or hereafter incurred; (f) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) through (e) above, after an Event of Default shall have occurred and be continuing, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral AgentCollateral, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to of any exercise by the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorhereunder, whether or not suit is instituted, as the foregoing obligations together with attorneys’ fees and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time court costs; and (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of g) all amounts that constitute part of the Secured Obligations and would be owed paid by the Pledgor to the Collateral Agent or any Secured Party as to which the Collateral Agent or such Secured Parties, Party has the Original Holders or the New Holders right to reimbursement under Section 11(b) of this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified all such obligations, liabilities, sums and confirmed, as expenses set forth hereinin clauses (a) through (g) of this Section 2 being hereinafter collectively called the “Secured Obligations”.

Security for Obligations. This Agreement secures is made by each Pledgor for the payment of all benefit of the obligations Secured Creditors to secure, in respect of each Pledgor: (i) (A) with respect to each Pledgor that is a Guarantor, the Applicable Guaranteed Obligations of such Pledgor and liabilities (B) with respect to each Pledgor that is a Borrower, the Obligations of such Pledgor, in the case of clauses (A) and (B) other than, in each case, Excluded Swap Obligations; (ii) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clause (i) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral granted by such Pledgor, or of any exercise by the Pledgee of its rights hereunder in respect of or relating to such Collateral, together with reasonable attorneys’ fees and court costs, but excluding any Taxes and Excluded Taxes; and (iii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement from such Pledgor under Section 12.4 of the Credit Agreement; provided that, notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the obligations of each Foreign Pledgor under this Agreement or any other Loan Document shall be separate and distinct from the obligations of each Domestic Pledgor, and shall be expressly limited to the obligations of such Foreign Pledgor as set forth herein and (y) no pledge, grant, lien or security interest in any Collateral of a Foreign Pledgor shall secure, and no payment of any amount by a Foreign Pledgor (in its capacity as such) under a Loan Document, and no portion of any Collateral of a Foreign Pledgor or any proceeds thereof, in each case shall be for the account of, or reduce the Secured AgreementsObligations of, now or hereafter existing in each caseany Person other than a Foreign Borrower (the foregoing, collectively, the “Secured Obligations,” it being acknowledged and agreed that the “Secured Obligations” shall include extensions of credit described above, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after outstanding on the occurrence date of any "Event of Default" as defined in any Secured this Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time after the date of this Agreement (collectivelyincluding, but not limited to, any such credit extension to any Other Subsidiary Borrower that may become a party to the "Secured Obligations"Credit Agreement pursuant to Section 2.15 thereof after the date hereof). Without limiting the generality In furtherance of the foregoing, the liability of each Foreign Pledgor for the payment and performance of the covenants, representations and warranties set forth in this Agreement secures and the payment of all amounts that constitute part of the Secured Obligations other Loan Documents shall be several from and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify joint with the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinany Domestic Pledgor.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor which is a Subsidiary Guarantor, all such obligations and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor which is a Subsidiary Guarantor, by reason of the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default (which term to mean and include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Pledgor under this Agreement Obligations (as hereinafter defined)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures secures, and the payment of all Collateral is collateral security for, (a) after the issuance of the Preferred Stock, the joint and several obligations of the Company, the Grantors and other subsidiaries of the Company pursuant to SECTION 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determination, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Grantors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any kind covenant, agreement, representation or warranty of the Pledgor Company in this Security Agreement or in any other Secured Instrument Document pursuant to SECTION 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Grantors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Grantors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under this Agreement and the Secured AgreementsAgreement or any other Secured Instrument Document, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interestinterest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses expenses, indemnification liabilities or otherwise (whether arising or accruing before or after the occurrence other obligations, of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") whatsoever nature and whether dischargednow or hereafter made, stayed incurred or otherwise affected created, whether absolute or allowed as a claim in any bankruptcy proceeding contingent, liquidated or unliquidated, regardless of the FCC License Subsidiary)class, whether due or not due, and all costs, fees and expenses of however arising (the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect foregoing being hereinafter collectively referred to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured ObligationsSECURED OBLIGATIONS"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor ------------------------ for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party and the due performance of and compliance by such Pledgor with the terms of each such Credit Document by such Pledgor (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement, including all obligations, if any, of such Pledgor under its Guaranty (if any) in respect of Secured Interest Rate Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iv) in the event of any kind proceeding for the collection of the Pledgor Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under this the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, this Section 1 being herein collectively called the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures Subject to the payment of all terms of the obligations and liabilities of any kind of the Pledgor under this Intercreditor Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to rights and remedies between the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoingTerm Collateral Agent, this Agreement secures is made by (A) each Pledgor for the payment of all amounts that constitute part benefit of the Secured Obligations Creditors to secure the full and would be owed prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the Pledgor commencement of any case, proceeding or other action relating to the Collateral Agent or the Secured Partiesbankruptcy, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyinsolvency, reorganization or similar proceeding involving of any Pledgor at the Pledgor. The parties hereto intend rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) and reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to maintain the validitySecured Creditors, effectivenesswhether now existing or hereafter incurred under, enforceabilityarising out of, perfection or in connection with, the Credit Agreement and priority the other Credit Documents to which such Pledgor is a party (including, in the event such Pledgor is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the Original Security terms, conditions and agreements contained in the Credit Agreement and this Agreement is intendedin such other Credit Documents (all such obligations, inter alia, to continue, increase and modify the obligations liabilities and indebtedness secured by under this clause (i) being herein, collectively, the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.“Credit Document Obligations”);

Security for Obligations. This Agreement secures creates an enforceable security interest in the Collateral, subject only to Permitted Liens, as provided herein, securing the payment of all of the obligations and liabilities performance of any kind of the Pledgor under this Agreement and the Secured Agreements, all obligations now or hereafter existing in of the Debtor and each caseother Obligor under the Credit Agreements and the other Loan Documents, whether liquidatedincluding any extensions, unliquidatedmodifications, directsubstitutions, indirectamendments and renewals thereof, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costsexpenses, expenses indemnification or otherwise otherwise) (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding all such obligations of the FCC License Subsidiary), Debtor and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, each other Obligor being the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that which constitute part of the Secured Obligations and would be owed by the Pledgor Debtor and each other Obligor to the Collateral Agent or the any other Secured Parties, the Original Holders or the New Holders Party under this Agreement or the Secured Agreements, as the case may beany Loan Document, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding under any Debtor Relief Law involving the Pledgor. The parties hereto intend to maintain Debtor and any other Obligor (including all such amounts which would become due or would be secured but for the validityfiling of any petition in bankruptcy, effectivenessor the commencement of any insolvency, enforceability, perfection and priority reorganization or like proceeding of the Original Security Agreement and this Agreement is intendedDebtor, inter aliaany other Obligor or any other Person under any Debtor Relief Law). [NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, to continueIN ANY ACTION OR PROCEEDING INVOLVING ANY STATE CORPORATE LAW, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor AgreementOR ANY STATE OR FEDERAL BANKRUPTCY, this Agreement shall not have the effect of terminatingINSOLVENCY, limitingREORGANIZATION OR OTHER LAW AFFECTING THE RIGHTS OF CREDITORS GENERALLY IF THE SECURITY INTEREST GRANTED BY THE DEBTOR HEREIN SHALL BE HELD VOID, modifying or otherwise affecting the validityINVALID OR UNENFORCEABLE, effectivenessOR SUBORDINATED TO THE LIENS OR CLAIMS OF ANY OTHER CREDITORS, enforceabilityON ACCOUNT OF THE AMOUNT OF THE OBLIGATIONS SECURED BY SUCH SECURITY INTEREST THEN, perfection and priority of the security interests or the pledges created under the Original Security AgreementTHE AMOUNT OF THE OBLIGATIONS SECURED BY SUCH SECURITY INTEREST SHALL, which is hereby ratified and confirmedWITHOUT ANY ACTION BY THE DEBTOR, as set forth hereinTHE COLLATERAL AGENT, ANY OTHER SECURED PARTY OR ANY OTHER PERSONS, BE AUTOMATICALLY LIMITED AND REDUCED TO THE HIGHEST AMOUNT THAT IS VALID AND ENFORCEABLE AND NOT SUBORDINATED TO THE CLAIMS OF OTHER CREDITORS AS DETERMINED IN SUCH ACTION OR PROCEEDING.]

Security for Obligations. This Agreement secures is made by each Pledgor for the payment of all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part benefit of the Secured Obligations Creditors to secure the prompt and would be owed by the Pledgor to the Collateral Agent complete payment or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreementsperformance, as the case may be, but when due, of: (i) all now existing or hereafter arising debts, obligations, covenants, and duties of payment or performance of every kind, matured or unmatured, direct or contingent, owing, arising, due, or payable to any Lender, Agent or Indemnified Person by any Pledgor arising out of the Credit Agreement or any other Credit Document, including, without limitation, all obligations to repay principal or interest (including interest, fees and other amounts accruing during any proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding) on the Term Loans, and to pay interest, fees, costs, charges, expenses, professional fees, and all sums chargeable to any Credit Party or for which any Credit Party is liable as indemnitor under the Credit Documents, whether or not evidenced by any note or other instrument (all such obligations, liabilities and indebtedness under this clause (i) together with obligations under clauses (iii), (iv), (v) and (vi), except to the extent consisting of obligations, liabilities or indebtedness with respect to Designated Interest Rate Protection Agreements or Designated Treasury Services Agreements, being herein collectively called the “Credit Document Obligations”); (ii) liabilities and indebtedness of the Lead Borrower or any of its Restricted Subsidiaries owing under any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement (in each case other than any Excluded Swap Obligation) entered into by the Lead Borrower or any of its Restricted Subsidiaries, whether now in existence or hereafter arising, and the due performance and compliance with all terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral in accordance with the terms and provisions of this Agreement and the other Credit Documents; (iv) in the event of any proceeding for the fact collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable invoiced out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs, in each case, in accordance with the terms and provisions of this Agreement and Section 13.01 of the Credit Agreement; (v) all amounts paid by any Indemnified Person as to which such Indemnified Person has the right to reimbursement under the Credit Agreement; and (vi) all amounts owing to any Agent or any of its Affiliates pursuant to any of the Credit Documents in its capacity as such; it being acknowledged and agreed that they are unenforceable the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or not allowable due extended from time to time after the date of this Agreement. Notwithstanding anything to the existence contrary contained above, (x) obligations of a bankruptcyany Pledgor under any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement shall be secured and guaranteed pursuant to the Credit Documents only to the extent that, reorganization and for so long as, the other Obligations are so secured and guaranteed and (y) any release of Collateral or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and Guarantors effected in the Intercreditor Agreement, manner permitted by this Agreement shall not have require the effect consent of terminating, limiting, modifying holders of obligations under Designated Interest Rate Protection Agreement or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Designated Treasury Services Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures secures, and the payment of all Collateral is collateral security for, (a) after the issuance of the Preferred Stock, the joint and several obligations of the Company, the Grantors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determination, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Grantors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any kind covenant, agreement, representation or warranty of the Pledgor Company in this Security Agreement or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Grantors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Grantors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under this Agreement and the Secured AgreementsAgreement or any other Secured Instrument Document, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interestinterest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses expenses, indemnification liabilities or otherwise (whether arising or accruing before or after the occurrence other obligations, of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") whatsoever nature and whether dischargednow or hereafter made, stayed incurred or otherwise affected created, whether absolute or allowed as a claim in any bankruptcy proceeding contingent, liquidated or unliquidated, regardless of the FCC License Subsidiary)class, whether due or not due, and all costs, fees and expenses of however arising (the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect foregoing being hereinafter collectively referred to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured ObligationsSECURED OBLIGATIONS"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, indebtedness and liabilities (including, without limitation, indemnities, fees and interest thereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action)) of each Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor which is a Subsidiary Guarantor, all such obligations, indebtedness and liabilities of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, indebtedness and liabilities under this clause (i), except to the extent consisting of obligations, indebtedness or liabilities with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, indebtedness and liabilities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor which is a Subsidiary Guarantor, by reason of the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, indebtedness and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action)) owing by such Pledgor to the Additional First Lien Creditors under, or with respect to, the Additional First Lien Debt Documents (all such obligations, liabilities and indebtedness under this clause (iii) being herein collectively called the "Additional First Lien Debt Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action)) of such Pledgor owing to the Second Lien Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Senior Secured Notes and the other Senior Secured Note Documents to which such Pledgor is a party (including all such obligations, indebtedness and liabilities of such Pledgor under any kind guaranty constituting a Senior Secured Note Document) and the due performance and compliance by such Pledgor with all of the Pledgor terms, conditions and agreements contained in the Senior Secured Notes and in such other Senior Secured Note Documents (all such obligations, liabilities and indebtedness under this Agreement clause (iv) being herein collectively called the "Second Lien Obligations"); (v) any and all sums advanced by the Secured AgreementsPledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (vi) in the event of any proceeding for the collection or enforcement of any indebtedness, now obligations, or hereafter existing liabilities of such Pledgor referred to in each caseclauses (i) through (iv) above, whether liquidatedafter an Event of Default shall have occurred and be continuing, unliquidatedthe reasonable expenses of retaking, directholding, indirectpreparing for sale or lease, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (vii) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vii) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement including, in the case of Pledgors other than the Borrower, all obligations of such Pledgor under its Guaranty in respect of Interest Rate Protection Agreements or Other Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the Credit Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Pledgor under this Agreement Obligations (as hereinafter defined)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, this Section 1 being herein collectively called the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the payment benefit of the Secured Creditors to secure: (i) existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including without limitation (x) in the case of the Borrower, all such obligations and indebtedness of the Borrower under the Credit Agreement and (y) in the case of each other Pledgor, all such obligations and indebtedness under the Guaranty to which such Pledgor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) owing by such Pledgor to the Other Creditors under, or with respect to, any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral (to the extent provided for in the Credit Documents); (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (as such term is defined in the Pledgor under this Agreement Security Agreement) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs and expenses right to reimbursement under Section 11 of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against this Agreement. whether outstanding on the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, reimbursement obligations under Letters of Credit, fees, costs and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of each Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Assignor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guaranty to which it is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guaranty to which it is a party), each Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Treasury Service Creditors with respect to Treasury Services, whether such Treasury Services are now in existence or hereafter arising in each case pursuant to any Treasury Services Agreement (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the "Treasury Service Obligations"); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of any kind such Assignor referred to in clauses (i), (ii) and (iii) above, after an Event of Default shall have occurred and be continuing, the Pledgor under this Agreement and the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (vi) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral right to reimbursement under Section 11 of this Agreement; and (vii) all amounts owing to any Agent and reasonable allocated costs pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vii) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This The pledge, assignment, and grant in this Agreement secures is made by the Pledgor to the Banks to secure: (a) the payment in full when due of all of the obligations and liabilities of any kind liabilities, whether contingent or otherwise, of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each caseunder the Guaranty and, whether liquidatedto the extent the Pledgor may have any obligations thereunder, unliquidatedthe PFA, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, premium, indemnity amounts, fees, costsexpenses, or otherwise, including, without limitation, all obligations of the Pledgor now or hereafter existing under this Agreement; (b) the performance by the Pledgor of all of its obligations and liabilities to the Banks under the Guaranty and, to the extent the Pledgor may have any obligations thereunder, the PFA; and (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling, or otherwise disposing of or realizing on the Collateral, together with attorneys' fees and court costs (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (eachall such obligations, an "Event of Default") and whether dischargedliabilities, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary)sums, and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders Pledgor set forth in clauses (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staffa) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time through (collectively, c) above being herein collectively called the "Secured ObligationsOBLIGATIONS"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that which constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, Banks but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization reorganization, or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures Subject to the payment of all terms of the obligations and liabilities of any kind of the Pledgor under this Intercreditor Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to rights and remedies between the Collateral Agent and reasonable allocated costs the Term Collateral Agent, this Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and expenses prompt payment when due (whether at stated maturity, by acceleration or otherwise) of in-house counsel all obligations, liabilities and legal staff) incurred indebtedness (including, without limitation, unpaid principal (or Face Amount, as applicable), premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) and reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the event such Pledgor is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Secured Hedging Agreements or Treasury Services Agreements, entitled to the benefits of this Agreement being herein, collectively, the “Credit Document Obligate”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of the Secured Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding at the rate provided for in the respective documentation, whether or not such interest is allowed in any such proceeding) owing by Aleris or any of its Subsidiaries to each Treasury Service Creditor with respect to Treasury Services, whether now in existence or hereafter arising in each case under any Treasury Services Agreement (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the “Treasury Service Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing obligations Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i) through (iii) above, after an Event of Default shall have occurred and liabilities may be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (vi) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vii) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such. All such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vii) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall, subject to the immediately succeeding sentence, include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor AgreementNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, this Agreement shall not have the effect of terminatingTHE LIENS AND SECURITY INTERESTS GRANTED TO THE ABL COLLATERAL AGENT PURSUANT TO THIS AGREEMENT IN ANY TERM PRIORITY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ABL COLLATERAL AGENT WITH RESPECT TO ANY TERM PRIORITY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED INTERCREDITOR AGREEMENT, limitingDATED AS OF AUGUST 1, modifying or otherwise affecting the validity2006 AND AMENDED AND RESTATED AS OF DECEMBER 19, effectiveness2006 (AS AMENDED, enforceabilityRESTATED, perfection and priority of the security interests or the pledges created under the Original Security AgreementSUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, which is hereby ratified and confirmedTHE “INTERCREDITOR AGREEMENT”), as set forth hereinAMONG AURORA ACQUISITION MERGER SUB, INC., ALERIS INTERNATIONAL, INC., A DELAWARE CORPORATION (THE “COMPANY”), THE OTHER GRANTORS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, (“DBNY”) AS ABL COLLATERAL AGENT AND TERM COLLATERAL AGENT, AND CERTAIN OTHER PERSONS PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Subsidiary Guarantor, all such obligations and indebtedness of such Subsidiary Guarantor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Subsidiary Guarantor, by reason of the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (which term to mean and include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Pledgor under this Agreement Obligations (as hereinafter defined)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by such Pledgor to the Other Creditors under, or with respect to, any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein, but only if such Interest Rate Protection Agreement or Other Hedging Agreement constitutes a Guaranteed Obligation of the Borrower (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (which term to mean and include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Pledgor under this Agreement Obligations (as hereinafter defined)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures The security interest created hereby in the payment of Collateral constitutes continuing collateral security for all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreementsfollowing, whether now existing or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise incurred (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting ): (a) In the generality case of the Borrower, the prompt performance and observance by the Borrower of all obligations of the Borrower under the Credit Agreement, the Notes, this Security Agreement and the other Credit Documents to which the Borrower is a party; (b) Subject to clause (c) of Section 27 hereof, in the case of the Guarantors, the prompt performance and observance by such Guarantor of all obligations of such Guarantor under the Credit Agreement, this Security Agreement and the other Credit Documents to which such Guarantor is a party, including, without limitation, its guaranty obligations arising under Section 4 of the Credit Agreement; and (c) Subject to clause (c) of Section 27 hereof, all other indebtedness, liabilities, obligations and expenses of any kind or nature owing from any Credit Party to any Lender or the Agent in connection with (i) this Security Agreement or any other Credit Document, whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, together with any and all modifications, extensions, renewals and/or substitutions of any of the foregoing, this Agreement secures (ii) collecting and enforcing the payment Credit Party Obligations and (iii) all liabilities and obligations arising under any Hedging Agreements. The Credit Parties and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all amounts that constitute part of the Secured Obligations Obligations, whether now existing or hereafter arising and would (ii) is not to be owed by the Pledgor to the Collateral Agent construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinTrademark Licenses.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of the Pledgor (including, without limitation, the obligations and liabilities of the Pledgor under the Alpine Guaranty), now existing or hereafter incurred under, arising out of or in connection with any kind Credit Document to which it is a party and the due performance and compliance by the Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of Other Obligations (as defined below), being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of the Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement (including all obligations of the Pledgor under the Alpine Guaranty) and the due performance and compliance by the Pledgor with the terms, conditions and agreements of each such Interest Rate Protection Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and (iii) above, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the Term Loan Agreement, or any payment default by the Borrower under any Interest Rate Protection Agreement and shall in any event include, without limitation, any payment default (after the Secured Agreementsexpiration of any applicable grace period) on any of the Obligations (as hereinafter defined)) shall have occurred and be continuing, now the reasonable expenses of retaking, holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the type described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures secures, and the Pledged Collateral is collateral security for, the prompt payment and performance in full when due, whether at stated maturity, by acceleration, declaration or otherwise (including the payment of all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a), or any successor provision thereto), of all obligations and or liabilities of any kind every nature of the Pledgor under this Agreement and the Secured Agreements, Borrower now or hereafter existing under or arising out of or in each caseconnection with the Credit Agreement (including, whether liquidatedwithout limitation, unliquidatedall Obligations under the Credit Agreement) and any promissory notes or other documents or instruments delivered pursuant thereto (including, directwithout limitation, indirectthe Holding Guaranty and any Interest Rate Agreements by and between Borrower and any Lender) and all amendments, fixedextensions or renewals thereof, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interestinterest (including, without limitation, interest that, but for the filing of a petition in bankruptcy with respect to Pledgor or Borrower, would accrue on such obligations, whether or not a claim is allowed against Pledgor or Borrower in any such bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, fees, costsexpenses or otherwise, expenses whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, and whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Collateral Agent as a preference, fraudulent transfer or otherwise (whether arising or accruing before or after all such obligations being the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an Indebtedness"Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses obligations or liabilities of the Collateral Agent, the Secured Parties, the Original Holders every nature of Pledgor now or the New Holders hereafter existing under this Agreement (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses all such obligations of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is institutedtogether with the Indebtedness, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, being the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of each Pledgor's obligations and liabilities (including, without limitation, indemnitees, fees and interest thereon) now existing or hereafter incurred under, arising out of or in connection with the Subsidiary Guaranty) in respect of (x) the principal of and interest on the Notes issued by, and the Loans made to, the Borrower under the Credit Agreement, (y) all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued under the Credit Agreement, and (z) all other obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of the Borrower, now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and the other Credit Documents and the due performance of and compliance with the terms of the Credit Documents by the Borrower and each Pledgor (all such obligations and liabilities under this clause (i) being herein collectively called the "Credit Agreement Obligations"); (ii) the full and prompt payment when due of all obligations of each Pledgor's obligations and liabilities now existing or hereafter incurred under (including, without limitation, the obligations of each Pledgor arising out of or in connection with the Subsidiary Guaranty), in respect of all obligations and liabilities of the Borrower, now existing or hereafter incurred under, arising out of or in connection with any kind Secured Interest Rate Agreement (whether now in existence or hereinafter arising) and the due performance and compliance with the terms of the Pledgor Secured Interest Rate Agreements by the Borrower (all such obligations and liabilities under this Agreement clause (iii) being herein collectively called the "Interest Rate Obligations"); (iii) any and all sums advanced by the Secured AgreementsPledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; and (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, now or hereafter existing after an Event of Default (such term, as used in each casethis Agreement, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredshall mean any Event of Default under, and whether as defined in, the Credit Agreement, or any payment default after any applicable grace period under any Secured Interest Rate Agreement) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for principalsale or lease, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs court costs; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this Section 1 being collectively called the "Obligations", it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This (a) Subject to the provisions of the following clause (b) of this Section 1, this Agreement secures is made by each Pledgor in favor of the Pledgee for the benefit of the Bank Creditors, the Other Creditors, the HMH Noteholders, the Senior Noteholders, the Additional Debtholders and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the "Secured Creditors"), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Bank Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any kind guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under this any guaranty by it of the obligations under any Interest Rate Protection Agreement or Other Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the Secured Agreements"Other Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the HMH Noteholders, whether now existing or hereafter existing incurred under, arising out of or in connection with the HMH Notes and the other HMH Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty with respect thereto) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each casesuch HMH Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the "HMH Note Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether liquidatednow existing or hereafter incurred under, unliquidatedarising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, directwithout limitation, indirectall such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, conditions and whether for principal, interest, fees, costs, expenses or otherwise agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iv) being herein collectively called the "Senior Note Obligations"); (v) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Additional Debtholders, whether now existing or hereafter incurred under, arising out of or accruing before in connection with the Additional Debt and the other Additional Debt Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty with respect thereto) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Additional Debt Document (all such obligations and liabilities under this clause (v) being herein collectively called the "Additional Debt Obligations"); (vi) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (vii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (vi) above, after the occurrence an Event of Default (such term, as used in this Agreement, shall mean (a) any "Event of Default" at any time under, and as defined in in, any Secured Agreement of the Credit Agreement, the HMH Note Documents and the Senior Note Documents and, if the Additional Debt Obligations are secured hereunder at such time, the Additional Debt Documents, and (eachb) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, an "Event the reasonable expenses of Default") and whether dischargedretaking, stayed holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the FCC License Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and court costs; and (viii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses and with respect set forth in clauses (i) through (viii) of this Section 1, subject to the Collateral Agent provisions of following clause (b), being herein collectively called the "Obligations," it being acknowledged and reasonable allocated costs and expenses agreed that the "Obligations" shall include extensions of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against credit of the Pledgortype described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time after the date of this Agreement. (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor b) Notwithstanding anything to the Collateral Agent contrary contained above in this Section 1 or the Secured Partieselsewhere in this Agreement, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except liabilities which would otherwise constitute Additional Debt Obligations as specifically provided herein and defined in the Intercreditor Agreement, clause (v) of Section 1(a) of this Agreement shall not constitute Obligations for purposes of (or be secured pursuant to) this Agreement unless the Borrower shall have delivered to the effect Pledgee a written "Notice of terminatingPledge Agreement Entitlement" (each, limiting, modifying a "Notice of Pledge Agreement Entitlement") with respect thereto at least 5 days (or otherwise affecting such shorter number of days as may be reasonably acceptable to the validity, effectiveness, enforceability, perfection and priority Pledgee) prior to the date of the security interests incurrence of the respective Indebtedness, as follows: Such written notice from the Borrower (i) shall state that it is a "Notice of Pledge Agreement Entitlement", (ii) shall be delivered to the Pledgee, (iii) shall describe the new Additional Debt Obligations (and shall describe the Pledgors obligated, as obligors or the pledges created under the Original guarantors, with respect thereto) to be secured hereby, (iv) shall state that it is delivered pursuant to Section 1(b) of this Pledge and Security Agreement, which is hereby ratified (v) shall reference the aggregate principal amount of such new Indebtedness, and confirmed(vi) shall state that the new Indebtedness and the incurrence thereof does not violate, as set forth hereinand may be incurred and secured hereunder in accordance with, the applicable provisions of Sections 8.01 and 8.04(vi) of the Credit Agreement and, to the extent still in effect, Section 4.7 of the Senior Note Indenture.

Security for Obligations. (a) This Agreement secures is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Senior Noteholders, and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the "Secured Creditors"), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any kind guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under this Agreement any guaranty by it of the obligations under any Secured Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Secured AgreementsHedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the HMH Noteholders, whether now existing or hereafter existing incurred under, arising out of or in connection with the HMH Notes and the other HMH Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty with respect thereto) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each casesuch HMH Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the "HMH Note Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether liquidatednow existing or hereafter incurred under, unliquidatedarising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, directwithout limitation, indirectall such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, fixedconditions and agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iv) being herein collectively called the "Senior Note Obligations"); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (vi) in the event of any proceeding for the collection or enforcement of any indebtedness, contingentobligations, maturedor liabilities referred to in clauses (i) through (iv) above after an Event of Default (such term, unmaturedas used in this Agreement, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise shall mean (whether arising or accruing before or after the occurrence of a) any "Event of Default" at any time under, and as defined in in, any Secured Agreement of the Credit Agreement, the HMH Note Documents and the Senior Note Documents, and (eachb) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, an "Event the reasonable expenses of Default") and whether dischargedretaking, stayed holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the FCC License Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and court costs; and (vii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses and with respect set forth in clauses (i) through (vii) of this Section 1, subject to the Collateral Agent provisions of following clause (b), being herein collectively called the "Obligations," it being acknowledged and reasonable allocated costs and expenses agreed that the "Obligations" shall include extensions of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against credit of the Pledgortype described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures As security for the payment of the Obligations, each Loan Party does hereby pledge and assign to the Lender and does hereby grant to the Lender a continuing and unconditional first priority security interest in and to any and all property of such Loan Party, other than the Excluded Property, of any kind or description, tangible or intangible, including, but not limited to, all right, title and interest of each Loan Party in all of the obligations following property and liabilities assets of any kind of the Pledgor under this Agreement and the Secured Agreementssuch Loan Party, now or hereafter existing in each case, in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured now existing or unsecured, hereafter arising or created and whether now owned or hereafter acquired and wherever located (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”): (a) all Accounts and supporting obligations related thereto; (b) all Books and Records; (c) all Chattel Paper; (d) all Commercial Tort Claims; (e) all Commodity Accounts; (f) all Deposit Accounts; (g) all Documents; (h) all Electronic Chattel Paper; (i) all Equipment; (j) all Farm Products; (k) all Fixtures; (l) all General Intangibles (including, without limitation, all payment intangibles and all software) and all supporting obligations related thereto) and Credit Card Receivables; (m) all Goods; (n) all Health-care-insurance Receivables; (o) all Instruments; (p) all Intellectual Property; (q) all Intellectual Property Licenses; (r) all Inventory, including, without limitation, raw materials, work-in-process and finished goods; (s) all Investment Property and financial assets; (t) all letters of credit and Letter-of-Credit Rights; (u) all Payment Intangibles; (v) all Promissory Notes; (w) all Securities Accounts; (x) all Software; (y) all Supporting Obligations; (z) all Tangible Chattel Paper; (aa) all money or other property of, or for principalthe account of, such Loan Party now or hereafter coming into the possession, control or custody of, or in transit to, the Lender or any agent or bailee for the Lender or any parent, affiliate or subsidiary of the Lender or any participant with the Lender in the Revolving Loans (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including, without limitation, all tax refunds, earnings, dividends, interest, feesor other rights in connection therewith and the products and proceeds therefrom, costs, expenses or otherwise including the proceeds of insurance thereon; and (bb) all Proceeds (whether arising Cash Proceeds or accruing before Noncash Proceeds) of the foregoing property, including, without limitation, all insurance policies and proceeds of insurance payable by reason of loss or after damage to the occurrence foregoing property including unearned premiums, and of eminent domain or condemnation awards and all proceeds of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereintort claims.

Security for Obligations. This Agreement secures is made by each Pledgor for the payment of all benefit of the obligations Secured Creditors to secure: (i) the full and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise prompt payment when due (whether arising at the stated maturity, by acceleration or accruing before or after otherwise) of (x) the occurrence principal of any "Event of Default" and interest on all Protective Advances (as defined in any Secured Agreement (each, an "Event the Intercreditor Agreement) made in accordance with the requirements of Default"Section 4(e) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary)Intercreditor Agreement and (y) all other obligations and indebtedness (including, and all costswithout limitation, indemnities, fees and expenses of the Collateral Agentexpenses, the Secured Parties, the Original Holders or the New Holders enforcement costs (including reasonable attorneys' fees fees) and expenses interest on such obligations and indebtedness), of each Pledgor to the Secured Creditors, whether now existing or hereafter incurred, to the extent relating to Protective Advances made in accordance with respect Section 4(e) of the Intercreditor Agreement and the due performance and compliance by each Pledgor with all the terms, conditions and agreements relating to such Protective Advances (all such principal, interest, obligations and liabilities described in this clause (i) being herein collectively called the "Protective Advance Obligations"); (ii) the full and prompt payment when due (whether at the date of maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees, expenses, enforcement costs (including reasonable attorneys' fees) and interest on such obligations and indebtedness) of such Pledgor to the Minimum Payment Guarantors now existing or hereafter incurred under, arising out of, or in connection with any Minimum Payment Guaranty Document (in each case, to the extent such obligations and indebtedness relate to any Minimum Payment Guaranty) to which it is a party (including, without limitation, all such obligations and indebtedness under the HET/JCC Agreement) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Minimum Payment Guaranty Document (all such principal, interest, obligations and liabilities described in this clause (ii) being herein collectively called the "Minimum Payment Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees, expenses, enforcement costs (including reasonable attorneys' fees) and interest on such obligations and indebtedness) of such Pledgor to the Revolver Creditors now existing or hereafter incurred under, arising out of, or in connection with any Revolving Credit Document to which it is a party (including, without limitation, all such obligations and indebtedness under the Revolving Credit Agreement and the guarantees by the Pledgors thereof) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Revolving Credit Document (all such principal, interest, obligations and liabilities described in this clause (iii) being herein collectively called the "Revolving Credit Agreement Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees, expenses, enforcement costs (including reasonable attorneys' fees) and interest on such obligations and indebtedness) of such Pledgor to the Senior Note Creditors, arising out of, or in connection with the Senior Notes and the Senior Note Documents (including, without limitation, all such obligations and indebtedness under the Senior Note Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such principal, interest, obligations and liabilities described in this clause (iv) being herein collectively called the "Senior Note Obligations"); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral, and any and all amounts (but without any interest thereon) owing by JCC to the Minimum Payment Guarantors to reimburse the Minimum Payment Guarantors for amounts paid by the Minimum Payment Guarantors to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor pursuant to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence indemnity provisions contained in Section 6(c) and (d) of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement; (vi) in the event of any proceeding for the collection or enforcement of any indebtedness, this Agreement obligations or liabilities of such Pledgor referred to in clauses (i) through (iv) above, after an Event of Default (as hereinafter defined) shall not have occurred and be continuing, the effect reasonable expenses of terminatingthe Pledgee in retaking, limitingholding, modifying preparing for sale or lease, selling or otherwise affecting disposing of or realizing on the validityCollateral, effectivenessor of any exercise by the Pledgee of its rights hereunder, enforceabilitytogether with reasonable attorneys' fees and court costs; and (vii) all amounts paid by any Indemnitee (as hereinafter defined) as to which such Indemnitee has the right to reimbursement under Section 11 hereof; all such obligations, perfection liabilities, sums and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as expenses set forth herein.in clauses (i) through (vii) of this Section 1 being herein collectively called the "Obligations," it being acknowledged and agreed

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the US Borrowers/Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements entitled to the benefits of this Agreement, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the US Borrowers/Subsidiaries Guaranty), each Interest Rate Protection Agreement and Other Hedging Agreement entitled to the benefits of this Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default shall have occurred and be continuing, the Pledgor under this Agreement and the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent and reasonable allocated costs or any of its affiliates pursuant to any of the Credit Documents in its capacity as such;; all such indebtedness, obligations, liabilities, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations;" it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor owing to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent guaranteeing obligations and liabilities of any kind Borrower under Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon) of such Pledgor owing to the Other Creditors, now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereinafter arising, and the due performance and compliance with the terms, conditions and agreements of each such Interest Rate Protection Agreement and Other Hedging Agreement by such Pledgor, including all obligations, liabilities and indebtedness of such Pledgor under this Agreement and the Secured Agreementsits Guaranty, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredin respect of the Interest Rate Protection Agreements and Other Hedging Agreements, and whether the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or preserve its security interest therein; (iv) in the event of any proceeding for principalthe collection of the Obligations (as defined below) or the enforcement of this Agreement, interestafter an Event of Default (such term, feesas used in this Agreement, costsshall mean and include any Event of Default under, and as defined in, the Credit Agreement and any payment default under any Interest Rate Protection Agreement or Other Hedging Agreement and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Obligations) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Indemnitee to which such Indemnitee has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement, all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being collectively called the "Obligations", it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full, prompt and complete payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues on or after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) of such Pledgor owing to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranties) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Credit Document; (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; (v) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; and (vi) any and all other debts, liabilities and reimbursement obligations, indemnity obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether other obligations for principal, interestmonetary amounts, fees, costsexpenses, expenses costs or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders other sums (including reasonable attorneys' ’ fees and expenses and with respect costs) chargeable to any Credit Party under or pursuant to any of the Collateral Agent and reasonable allocated costs Credit Documents. all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the “Obligations”, it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor“Obligations” shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the obligations Bankruptcy Code, would become due) and liabilities of any kind the Borrower (in the case of the Borrower or an NSG Pledgor) or such Pledgor under this Agreement and (in the Secured Agreementscase of a Pledgor that is a Subsidiary Guarantor), now existing or hereafter existing incurred under, arising out of or in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured connection with any Credit Document to which the Borrower or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the such Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, is a party (including, in the case of a Pledgor that is a Subsidiary Guarantor, all such obligations of such Pledgor under its Subsidiary Guaranty) and the due performance of and compliance by the Borrower or such Pledgor, as the case may be, with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the "CREDIT DOCUMENT OBLIGATIONS"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority automatic stay under Section 362(a) of the Original Security Bankruptcy Code, would become due) and liabilities of the Borrower (in the case of an NSG Pledgor) or such Pledgor (in the case of any Pledgor that is a Subsidiary Guarantor), now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement and this Agreement is intended, inter alia, to continue, increase and modify the (all such obligations and indebtedness secured liabilities under this clause (ii) being herein collectively called the "INTEREST RATE OBLIGATIONS"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interests and pledges created interest therein; (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Original Security Agreement. Except as specifically provided herein Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and in be continuing, the Intercreditor Agreementreasonable expenses of retaking, this Agreement shall not have the effect of terminatingholding, limitingpreparing for sale or lease, modifying selling or otherwise affecting disposing of or realizing on the validityCollateral, effectivenessor of any exercise by the Pledgee of its rights hereunder, enforceabilitytogether with reasonable attorneys' fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, perfection liabilities, sums and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as expenses set forth hereinin clauses (i) through (v) of this Section 1 being herein collectively called the "OBLIGATIONS".

Security for Obligations. This Agreement secures is made by each Pledgor to the Pledgee, for the benefit of the Secured Creditors, to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under section 362(a) of the Bankruptcy Code, would become due) of such Pledgor to the Lenders, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including without limitation (x) in the case of any Borrower, all such obligations and indebtedness of such Borrower under the Credit Agreement and (y) in the case of each other Pledgor, all such obligations and indebtedness under the Subsidiary Guaranty to which such Pledgor is a party which relate to any of the foregoing), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such obligations and liabilities under this clause (i), being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under section 362(a) of the Bankruptcy Code, would become due) and liabilities of each Pledgor or other Subsidiary of the Company now existing or hereafter incurred under, arising out of or in connection with any Designated Hedge Agreement with any of the Secured Creditors including, in the case of Pledgors other than the Borrowers, all obligations of such Pledgor under the Subsidiary Guaranty in respect of any kind Designated Hedge Agreement, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Hedge Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral (to the extent provided for in the Credit Documents); and (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor under this Agreement referred to in clauses (i), (ii) and (iii) above, after an Event of Default (as such term is defined in the Secured AgreementsSecurity Agreement) shall have occurred and be continuing, now the reasonable expenses of retaking, holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs court costs. All such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This (a) Subject to the provisions of the following clause (b) of this Section 1, this Agreement secures is made by each Pledgor in favor of the Pledgee for the benefit of the Bank Creditors, the Other Creditors, the Other Noteholders, the Senior Noteholders, the Additional Debtholders and any trustee, agent or other similar representative of any such creditors or holders (collectively, together with the Pledgee, the "Secured Creditors"), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Bank Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and all other Credit Documents to which it is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Credit Agreement (if a party thereto) and under any kind guaranty by it of the obligations under the Credit Agreement) and the due performance and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement (including, without limitation, all such obligations and liabilities of such Pledgor under this any guaranty by it of the obligations under any Interest Rate Protection Agreement or Other Hedging Agreement) and the due performance and compliance by such Pledgor with the terms of each such Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the Secured Agreements"Other Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Noteholders, whether now existing or hereafter existing incurred under, arising out of or in connection with the HMH Notes and the other HMH Note Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty with respect thereto) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each casesuch HMH Note Document (all such obligations and liabilities under this clause (iii) being herein collectively called the "HMH Note Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Senior Noteholders, whether liquidatednow existing or hereafter incurred under, unliquidatedarising out of or in connection with the Senior Note Documents to which such Pledgor is at any time a party (including, directwithout limitation, indirectall such obligations and liabilities of such Pledgor under the Senior Note Indenture or any guaranty by it of the obligations under the Senior Note Indenture) and the due performance and compliance by such Pledgor with all of the terms, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, conditions and whether for principal, interest, fees, costs, expenses or otherwise agreements on its part contained in each such Senior Note Document (all such obligations and liabilities under this clause (iv) being herein collectively called the "Senior Note Obligations"); (v) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of such Pledgor (as obligor or guarantor, as the case may be) to the Additional Debtholders, whether now existing or hereafter incurred under, arising out of or accruing before in connection with the Additional Debt and the other Additional Debt Documents to which such Pledgor is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty with respect thereto) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements on its part contained in each such Additional Debt Document (all such obligations and liabilities under this clause (v) being herein collectively called the "Additional Debt Obligations"); (vi) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (vii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) through (vi) above, after the occurrence an Event of Default (such term, as used in this Agreement, shall mean (a) any "Event of Default" at any time under, and as defined in in, any Secured Agreement of the Credit Agreement, the HMH Note Documents and the Senior Note Documents and, if the Additional Debt Obligations are secured hereunder at such time, the Additional Debt Documents, and (eachb) any payment default (after the expiration of any applicable grace period) on any of the Obligations secured hereunder at such time) shall have occurred and be continuing, an "Event the reasonable expenses of Default") and whether dischargedretaking, stayed holding, preparing for sale or lease, selling or otherwise affected disposing or allowed as a claim in realizing on the Collateral, or of any bankruptcy proceeding exercise by the Pledgee of the FCC License Subsidiary)its rights hereunder, and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and court costs; and (viii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses and with respect set forth in clauses (i) through (viii) of this Section 1, subject to the Collateral Agent provisions of following clause (b), being herein collectively called the "Obligations," it being acknowledged and reasonable allocated costs and expenses agreed that the "Obligations" shall include extensions of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against credit of the Pledgortype described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time after the date of this Agreement. (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor b) Notwithstanding anything to the Collateral Agent contrary contained above in this Section I or the Secured Partieselsewhere in this Agreement, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except liabilities which would otherwise constitute Additional Debt Obligations as specifically provided herein and defined in the Intercreditor Agreement, clause (v) of Section l(a) of this Agreement shall not constitute Obligations for purposes of (or be secured pursuant to) this Agreement unless the Borrower shall have delivered to the effect Pledgee a written "Notice of terminatingPledge Agreement Entitlement' (each, limiting, modifying a "Notice of Pledge Agreement Entitlement") with respect thereto at least 5 days (or otherwise affecting such shorter number of days as may be reasonably acceptable to the validity, effectiveness, enforceability, perfection and priority Pledgee) prior to the date of the security interests incurrence of the respective Indebtedness, as follows: Such written notice from the Borrower (i) shall state that it is a "Notice of Pledge Agreement Entitlement", (ii) shall be delivered to the Pledgee, (iii) shall describe the new Additional Debt Obligations (and shall describe the Pledgors obligated, as obligors or the pledges created under the Original guarantors, with respect thereto) to be secured hereby, (iv) shall state that it is delivered pursuant to Section l(b) of this Pledge and Security Agreement, which is hereby ratified (v) shall reference the aggregate principal amount of such new Indebtedness and confirmedthe aggregate principal amount of all other Indebtedness constituting Additional Debt Obligations hereunder, as set forth hereinand (vi) shall state that the new Indebtedness and the incurrence thereof does not violate, and may be incurred and secured hereunder in accordance with, the applicable provisions of Sections 9.01 and 9.04 of the Credit Agreement and, to the extent still in effect, Section 4.7 of the Senior Note Indenture.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor which is a Subsidiary Guarantor, all such obligations and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor which is a Subsidiary Guarantor, by reason of the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default (which term to mean and include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Pledgor under this Agreement Obligations (as hereinafter defined)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, this Section 1 being herein collectively called the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations ," it being acknowledged and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.agreed

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limita-tion, principal, premium, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidatedproceeding or other action relating to the bankruptcy, unliquidatedinsolvency, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured reorganization or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any "Event of Default" as defined Pledgor or any Subsidiary thereof at the rate provided for in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding)) of such Pledgor owing to the Secured Creditors, whether now existing or here-after incurred under, arising out of, or in connection with, each Loan Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due per-formance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Loan Document (all such obligations, liabilities and indebtedness under this clause (i), being herein collectively called the “Loan Document Obligations”); (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (v) all amounts owing to the Administrative Agent, the Pledgee or any of their affiliates pursuant to any of the Loan Documents in its capacities as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal (or, Face Amount, as applicable), premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to the Secured Hedging Agreements being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any kind case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under this Agreement and the its Guaranty in respect of each Secured Hedging Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and the due performance and compliance by such Pledgor with all costsof the terms, fees conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral AgentCollateral, or of any exercise by the Secured PartiesPledgee of its rights hereunder, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the Collateral right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent and reasonable allocated costs or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor to the Pledgee for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, Fees, costs and indemnities) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guarantee Agreement) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection/Currency Exchange Agreements or Treasury Services, being herein collectively called the "Loan Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Treasury Service Creditors under, or with respect to Treasury Services (including, in the case of a Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guarantee Agreement) (all such obligations, liabilities and indebtedness described in this clause (iii) being herein collectively called the "Treasury Service Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of any kind such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default shall have occurred and be continuing, the Pledgor under this Agreement and the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent and reasonable allocated costs pursuant to any of the Loan Documents in its capacity as such; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vii) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. (a) This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities of any kind of the Pledgor and indebtedness under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise clause (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiaryi), and all costsexcept to the extent consisting of obligations, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders liabilities or the New Holders (including reasonable attorneys' fees and expenses and indebtedness with respect to the Collateral Agent Secured Hedging Agreements being herein collectively called, the “Credit Document Obligations”); (ii) the full and reasonable allocated costs prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and expenses indebtedness (including, without limitation, all interest that accrues after the commencement of in-house counsel and legal staff) incurred any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of each Secured Hedging Agreement), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called, the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called, the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement. (collectivelyb) Notwithstanding anything herein to the contrary, the "Secured Obligations"). Without limiting lien and security interest granted pursuant to this Agreement and the generality exercise of any right or remedy hereunder are subject to the provisions of the foregoing, this Intercreditor Agreement secures at any time the payment Intercreditor Agreement is in effect. In the event of all amounts that constitute part any conflict between the terms of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control at any time the Intercreditor Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereineffect.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of any kind the Borrowers (in the case of the Borrowers or an NSG Pledgor) or such Pledgor under this Agreement and (in the Secured Agreementscase of a Pledgor that is a Subsidiary Guarantor), now existing or hereafter existing incurred under, arising out of or in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured connection with any Credit Document to which any Borrower or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the such Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but is a party (including, in the case of a Pledgor that is a Subsidiary Guarantor, all such obligations of such Pledgor under the Subsidiary Guaranty) and the due performance of and compliance by the Borrowers or such Pledgor, as the case may be, with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein, collectively called the “Credit Document Obligations”); (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein; (iii) in the event of any proceeding for the fact that they are unenforceable collection of the Obligations (as defined below) or not allowable due the enforcement of this Agreement, after an Event of Default shall have occurred and be continuing, the reasonable out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder (including the reasonable fees, disbursements and other charges if (x) counsel to the existence Administrative Agent, the Pledgee and the Secured Creditors and (y) the Financial Advisor); provided, that the Pledgors’ obligation to pay the fees, disbursements and other charges of a bankruptcycounsel to the Secured Creditors (but not of counsel to the Administrative Agent or the Pledgee) shall be limited to one outside counsel, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority which as of the Original Security Agreement Closing Date, is Wachtell Lipton, ▇▇▇▇▇ and ▇▇▇▇; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement is intendedAgreement; all such obligations, inter alialiabilities, to continue, increase sums and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as expenses set forth hereinin clauses (i) through (iv) of this Section 1 being herein collectively called the “Obligations”.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidatedproceeding or other action relating to the bankruptcy, unliquidatedinsolvency, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured reorganization or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any "Event of Default" as defined Pledgor or any Subsidiary thereof at the rate provided for in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, entitled to the benefits of this Agreement being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of the Interest Rate Protection Agreements and Other Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, indebtedness and liabilities (including, without limitation, indemnities, fees and interest thereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) owing by such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including all such obligations, liabilities and indebtedness of such Pledgor under any guaranty constituting a Credit Document) and the due performance and compliance by each Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, indebtedness and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, indebtedness and liabilities (including, without limitation, indemnities, fees and interest thereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) owing by such Pledgor to the Other Creditors, under or with respect to (including all such obligations and indebtedness of such Pledgor under any guaranty of) any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Other Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) owing by such Pledgor to the Overdraft Creditors under, or with respect to, the Overdraft Agreement (including all such obligations, liabilities and indebtedness under the Overdraft Line and each Overdraft Guaranty to which such Pledgor is a party) (all such obligations, liabilities and indebtedness under this clause (iii) being herein collectively called the "Overdraft Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and interest thereon (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of each Pledgor owing to the Second Lien Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Senior Secured Notes and the other Senior Secured Note Documents to which such Pledgor is a party (including all such obligations and indebtedness of such Pledgor under any guaranty constituting a Senior Secured Note Document) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Senior Secured Notes and in the other Senior Secured Note Documents (all such obligations, liabilities and indebtedness under this clause (iv) being herein collectively called the "Second Lien Obligations"); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or preserve its security interest in the Collateral; (vi) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of any kind Pledgor referred to in clauses (i) through (iv) above, after an Event of Default shall have occurred and be continuing, the Pledgor under this Agreement and the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (vii) all amounts paid by any Indemnitee to which such Indemnitee has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement, all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vii) of in-house counsel this Section 1 being collectively called the "Obligations", it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures The security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether now existing or hereafter incurred (the "Obligations"): (a) The full and prompt payment when due of the indebtednesses evidenced by that certain Amended and Restated Revolving Credit Note of even date herewith, in the principal sum of Thirteen Million Dollars ($13,000,000.00) executed by Grantor and payable to the order of FANB, and any and all renewals, modifications and extensions thereof, in whole or in part; and (b) The full and prompt payment when due of the indebtednesses evidenced by that certain Revolving Credit Note of even date herewith, in the principal sum of Seventeen Million Dollars ($17,000,000.00) executed by Grantor and payable to the order of NBC, and any and all renewals, modifications and extensions thereof, in whole or in part; and (c) The full and prompt payment when due of the indebtednesses evidenced by that certain Swing Line Note, of even date herewith, in the principal sum of Five Million Dollars ($5,000,000.00), executed by Grantor and payable to the order of FANB, and any and all renewals, modifications and extensions thereof, in whole or in part; and (d) The due performance and observance by the Grantor of all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreementsits covenants, now or hereafter existing in each caseagreements, whether liquidatedrepresentations, unliquidatedliabilities, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredobligations, and whether for principalundertakings as set forth herein, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after in the occurrence of any "Event of Default" as defined in any Secured Loan Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities same may be amended, increased, modified, renewed, refinanced, refunded modified renewed or extended from time to time), or in any other instrument or document which now or at any time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement hereafter evidences or secures the payment of all amounts that constitute or any part of the Secured Obligations hereby secured; howsoever and would be owed whensoever arising, whether absolute or contingent, joint or several, matured or unmatured, direct or indirect, primary or secondary, and including without limitation, all future advances to the Grantor, all liabilities of the Grantor under any guaranty executed in favor of the Agent and/or the Lenders at any time and all obligations of the Grantor with respect to any letters of credit issued at any time by the Pledgor to Lenders or by either of the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but Lenders for the fact that they are unenforceable or not allowable due to the existence benefit of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinGrantor.

Security for Obligations. This Agreement secures the payment of all each of the following obligations: (a) All obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured AgreementsCorporation, now or hereafter existing in each caseexisting, whether liquidatedunder that certain Amended and Restated Letter of Credit Agreement, unliquidatedof even date herewith, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, by and between the Corporation and Yashiro Co. (the "Amended and Restated L/C Agreement") whether for principal, interest, fees, costs, expenses or otherwise otherwise; (whether arising b) All obligations of the Corporation, now or accruing before or after hereinafter existing, under (i) that certain Sublease, dated as of March 20, 1995, by and between the occurrence of any Corporation and Bueno (the "Event of Default" as defined in any Secured Agreement (each, an "Event of DefaultSublease") and whether discharged(ii) that certain License Agreement, stayed dated March 20, 1995, by and between the Corporation and Bueno, to the extent that Bueno receives a final, non-appealable judgment from a court of competent jurisdiction in respect of any breach by the Corporation of either the Sublease or otherwise affected the License Agreement; (c) All obligations of Dupre, now or allowed as a claim hereafter ▇▇▇▇▇ing, under that certain Amended and Restated Guaranty, of even date herewith, in any bankruptcy proceeding favor of Yashiro Co. (the "Amended and Restated Guaranty"); and (d) All obligations of the FCC License SubsidiaryPledgors, now or hereafter existing, under the Amendment and Termination Agreement or this Agreement. All obligations set forth in subsections (a) through (d), and all costsinclusive, fees and expenses of this Section 2 shall hereinafter be collectively referred to as the "Obligations." Each of the Collateral Agent(i) Amended and Restated L/C Agreement, (ii) the Secured PartiesSublease, (iii) the Original Holders or License Agreement, (iv) the New Holders Amended and Restated Guaranty, (including reasonable attorneys' fees v) the Amendment and expenses Termination Agreement and with respect (vi) this Agreement shall hereinafter be collectively referred to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Operative Agreements." Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that and the fulfillment of all obligations which constitute part of the Secured Obligations and would be owed or required to be performed by (i) Dupre pursuant to the A▇▇▇▇▇d and Restated Guaranty or (ii) by the Pledgor to the Collateral Agent Corporation or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured AgreementsPledgors, as the case may be, pursuant to the other Operative Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority any of the Original Security Agreement and this Agreement is intendedPledgors or the Corporation; provided, inter aliahowever, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, that this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinnevertheless remain enforceable notwithstanding any such proceeding.

Security for Obligations. This Agreement Agreement, together with the Pledged Collateral, secures the payment of all of the obligations and liabilities of any kind of the Pledgor under this Agreement and Agreement, the Secured AgreementsOld Note Indenture, now the New Note Indenture or hereafter existing in each casethe Notes, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" Default (as defined in any Secured Agreement (each, an "Event of Default"herein) and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured PartiesOld Note Trustee, the Original Holders New Note Trustee or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, instituted (as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time time) (collectively, the "Secured Obligations"), now or hereafter existing. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent Agent, the Old Note Trustee, the New Note Trustee or the Secured Parties, the Original Holders or the New Holders under this Agreement or Agreement, the Secured AgreementsOld Note Indenture, as the case may be, New Note Indenture and the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend Notwithstanding anything herein to maintain the validitycontrary, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except Old Note Obligations (as specifically provided herein and defined in the Intercreditor Agreement, this Agreement shall not have ) and the effect of terminating, limiting, modifying or New Note Obligations (as defined in the Intercreditor Agreement) are the only such obligations that may be secured by the Pledged Collateral unless otherwise affecting permitted by both the validity, effectiveness, enforceability, perfection Old Note Indenture and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinNew Note Indenture.

Security for Obligations. This Agreement secures is made by each Pledgor for the payment of all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part benefit of the Secured Obligations Creditors to secure the prompt and would be owed by the Pledgor to the Collateral Agent complete payment or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreementsperformance, as the case may be, but when due, of: (i) all now existing or hereafter arising debts, obligations, covenants, and duties of payment or performance of every kind, matured or unmatured, direct or contingent, owing, arising, due, or payable to any Lender, Agent or Indemnified Person by any Pledgor arising out of the Credit Agreement or any other Credit Document, including, without limitation, all obligations to repay principal or interest (including interest, fees and other amounts accruing during any proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding) on the Revolving Loans, and to pay interest, fees, costs, charges, expenses, professional fees, and all sums chargeable to any Credit Party or for which any Credit Party is liable as indemnitor under the Credit Documents, whether or not evidenced by any note or other instrument (all such obligations, liabilities and indebtedness under this clause (i) together with obligations under clauses (iii), (iv), (v) and (vi), except to the extent consisting of obligations, liabilities or indebtedness with respect to Secured Bank Product Obligations, being herein collectively called the “Credit Document Obligations”); (ii) all Secured Bank Product Obligations, and the due performance and compliance with all terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral in accordance with the terms and provisions of this Agreement and the other Credit Documents; (iv) in the event of any proceeding for the fact collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable invoiced out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs, in each case, in accordance with the terms and provisions of this Agreement and Section 13.01 of the Credit Agreement; (v) all amounts paid by any Indemnified Person as to which such Indemnified Person has the right to reimbursement under the Credit Agreement; and (vi) all amounts owing to any Agent or any of its Affiliates pursuant to any of the Credit Documents in its capacity as such; it being acknowledged and agreed that they are unenforceable the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or not allowable due extended from time to time after the date of this Agreement. Notwithstanding anything to the existence contrary contained above, (x) the Secured Bank Product Obligations shall be secured and guaranteed pursuant to the Credit Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed except in connection with any application of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend proceeds pursuant to maintain the validity, effectiveness, enforceability, perfection and priority Section 11.11 of the Original Security Credit Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and (y) any release of Collateral or Guarantors effected in the Intercreditor Agreement, manner permitted by this Agreement shall not have require the effect consent of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority holders of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinany Secured Bank Product Obligations.

Security for Obligations. This Pledge Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees and interest thereon) of the Pledgor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement; (ii) any and all sums advanced by the Pledgee in accordance with the terms hereof in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind the Pledgor, after an Event of Default shall have occurred and be continuing, the Pledgor under this Agreement and the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Pledge Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Pledge Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Pledge Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for ------------------------ the payment of all benefit of the Secured Creditors to secure: (a) the full and prompt payment and performance when due, whether at stated maturity, by acceleration or otherwise, of (i) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any kind Loan Document to which such Pledgor is a party and due performance and compliance by such Pledgor with the terms of each such Loan Document to which such Pledgor is a party (the "Loan Document Obligations"), (ii) all obligations (including obligations ------------------------- which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor to the Interest Rate Protection Creditors, now existing or hereafter incurred under, arising out of or in connection with the Interest Rate Protection Agreements, including all obligations of such Pledgor under any Guaranty in respect of the Interest Rate Protection Agreements (the "Interest Rate ------------- Protection Obligations"), (iii) all obligations (including obligations ---------------------- which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor to the Management Loan Creditor, now existing or hereinafter incurred under, arising out of or in connection with the Management Loan Guaranty (the "Management Loan --------------- Guaranty Obligations"); and (iv) all obligations (including obligations -------------------- which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor to the Bastet/Mission Creditors, now existing and hereafter incurred under, arising out of or in connection with the Bastet/Mission Guaranty (the "Bastet/Mission Guaranty Obligations"); ----------------------------------- (b) any and all sums advanced by the Pledgee in order to preserve the Pledged Collateral or preserve its security interest in the Pledged Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, so long as an Event of Default (such term, as used in this Agreement shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) of any Obligations (as defined below)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing or accruing before realizing on the Pledged Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement its rights hereunder (eachincluding, an "Event of Default"without limitation, all transfer taxes (other than income and franchise taxes) and whether discharged, stayed or otherwise affected or allowed arising as a claim in result of any bankruptcy proceeding dissolution of the FCC License Subsidiarya Pledged Partnership or Pledged Limited Liability Company), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses court costs; and (d) all amounts paid by any Secured Creditor to which such Secured Creditor has the right to reimbursement under Sections 20 and with respect to the Collateral Agent and reasonable allocated costs 21 of this ----------- -- Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (a) through (d) of in-house counsel this Section 3 being collectively called the "Obligations", it --------- ----------- being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the PledgorObligations shall include extensions of credit described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limitation, unpaid principal (or Face Amount, as applicable), premium, if any, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidatedproceeding or other action relating to the bankruptcy, unliquidatedinsolvency, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured reorganization or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any "Event of Default" as defined Pledgor or any Subsidiary thereof at the rate provided for in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements, entitled to the benefits of this Agreement being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement, whether such Interest Rate Protection Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of the Interest Rate Protection Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including all such obligations and indebtedness of such Pledgor under any Guaranty to which it is a party) and the due per-formance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by such Pledgor to the Other Creditors under, or with respect to (including by reason of the any Guaranty to which it is a party), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (which term to mean and include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Pledgor under this Agreement Obligations (as hereinafter defined) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures the payment of all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed made by the Pledgor to the Collateral Agent or for the benefit of the Secured PartiesCreditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the Loans in the maximum principal amount of One Hundred Forty Million Dollars ($140,000,000), lawful money of the United States of America, to be paid with interest in accordance with the Credit Agreement and all obligations and liabilities (including, without limitation, the Original Holders principal of and interest on the notes issued, and loans made, under the Credit Agreement, all reimbursement obligations and unpaid drawings with respect to letters of credit issued under the Credit Agreement, and all indemnities, fees and interest thereon or owed thereunder); (ii) performance of all of Pledgor's other obligations under the New Holders Credit Documents; (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of the Pledgor to the Other Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Agreement and the due performance and compliance by the Pledgor with all the terms, conditions and agreements contained in the Interest Rate Agreements; (iv) any and all sums advanced by the Collateral Agent in order to preserve or protect the Collateral or preserve or protect its security interest in the Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Pledgor referred to in clauses (i), (ii) and (iii) above after an Event of Default shall have occurred and be continuing, the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs; and (vi) all amounts as to which any indemnitee has the right to reimbursement under this Agreement or the Secured AgreementsAgreement; all such obligations, as the case may beliabilities, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection sums and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as expenses set forth hereinin clauses (i) through (vi) of this Section 1 being herein collectively called the "Obligations".

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including all such obligations and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by such Pledgor to the Other Creditors under, or with respect to (including by reason of the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (which term to mean and include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Pledgor under this Agreement Obligations (as hereinafter defined)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by the Pledgor for (x) the senior benefit of the Senior Creditor, and (y) the benefit, on a basis junior and fully subordinated to the Senior Creditor, of the Subordinated Creditors to secure: (a) the full and prompt payment of all obligations and indebtedness of the Pledgor to the Senior Creditor under the Senior Note due and owing as a result of the prepayment provisions of the Senior Note or by acceleration (but specifically excluding any obligations and indebtedness due and owing solely as a result of the occurrence of the Stated Maturity Date (as defined in the Senior Note)) and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Senior Note (all such obligations and liabilities described in this clause (a), the "SENIOR OBLIGATIONS"); (b) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of any kind all obligations and indebtedness of the Pledgor to the Subordinated Creditors under this the Credit Agreement Guaranty and the Secured Agreementsdue performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement Guaranty (all such obligations and liabilities in this clause (b), the "CREDIT AGREEMENT OBLIGATIONS"); (c) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by the Pledgor to the Interest Rate Protection Creditors under, or with respect to, any Interest Rate Protection Guaranty, whether such Interest Rate Protection Guaranty is now in existence or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredarising, and whether the due performance and compliance by the Pledgor with the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (c), the "INTEREST RATE PROTECTION OBLIGATIONS") and, together with the Credit Agreement Obligations, the "SUBORDINATED OBLIGATIONS"); (d) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral in a manner not in violation of the terms hereof; and (e) in the event of any proceeding for principalthe collection or enforcement of any indebtedness, interestobligations, feesor liabilities of the Pledgor, costsCapstar Broadcasting and/or Capstar Radio referred to in clauses (a) through (d), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs court costs. All such obligations, liabilities, sums and expenses set forth in clauses (a) through (e) of in-house counsel this Section 1 being herein collectively called the "OBLIGATIONS," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidatedproceeding or other action relating to the bankruptcy, unliquidatedinsolvency, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured reorganization or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any "Event of Default" as defined Pledgor or any Subsidiary thereof at the rate provided for in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, entitled to the benefits of this Agreement being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, indemnities, fees and all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of the Interest Rate Protection Agreements and Other Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), of, (a) with respect to the Borrower and the Swap Obligors, all obligations and liabilities of any kind every nature of the Pledgor under this Agreement Borrower and the Secured Agreements, any Swap Obligor now or hereafter existing under or arising out of or in connection with the Credit Agreement and the other Loan Documents, any Lender Swap Contracts and the Senior Note Obligations; and (b) with respect to each Subsidiary Pledgor and Additional Pledgor, all obligations and liabilities of every nature of the Subsidiary Pledgors now or hereafter existing under or arising out of or in connection with the Guaranty and the Senior Note Obligations, in each casecase together with all extensions or renewals thereof, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders interest (including reasonable attorneys' fees and expenses and interest that, but for the filing of a petition in bankruptcy with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcingany Pledgor, preserving and protecting its rights against the Pledgorwould accrue on such obligations, whether or not suit a claim is institutedallowed against such Pledgor for such interest in the related bankruptcy proceeding), as the foregoing obligations reimbursement of amounts drawn under Letters of Credit, payments for early termination of Lender Swap Contracts, premiums, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and liabilities may be amended, increased, modified, renewed, refinanced, refunded whether or extended not from time to time (collectivelydecreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the "extent all or any part of such payment is avoided or recovered directly or indirectly from the Secured Obligations"). Without limiting the generality Party or any Beneficiary as a preference, fraudulent transfer or otherwise, and all obligations of every nature of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent Pledgors now or the Secured Parties, the Original Holders or the New Holders hereafter existing under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority (all such obligations of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify Pledgors being the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein“Secured Obligations”).

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: • the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreementsindebtedness (including, now or hereafter existing in each casewithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, premium, interest, reimbursement obligations (both actual and contingent) under Letters of Credit, fees, costs, expenses or otherwise and indemnities (whether arising or accruing before or including in each case, without limitation, all interest that accrues after the occurrence commencement of any "Event of Default" as defined in any Secured Agreement (eachcase, an "Event of Default") and whether dischargedproceeding or other action relating to the bankruptcy, stayed insolvency, reorganization or otherwise affected or allowed as a claim in any bankruptcy similar proceeding of any Pledgor or any Subsidiary thereof at the FCC License Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”); • the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, in each case, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any of its Subsidiaries at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty), each Interest Rate Protection Agreement and Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”); • any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; • in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and • all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided • DEFINITIONS. • Reference to singular terms shall include the plural and vice versa. • The following capitalized terms used herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.definitions specified below:

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues on or after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranties) and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities of any kind of the Pledgor and indebtedness under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise clause (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiaryi), and all costsexcept to the extent consisting of obligations, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders liabilities or the New Holders (including reasonable attorneys' fees and expenses and indebtedness with respect to the Collateral Agent Secured Hedging Agreements being herein collectively called the “Credit Document Obligations”); (ii) the full and reasonable allocated costs prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and expenses indebtedness (including, without limitation, all interest that accrues on or after the commencement of in-house counsel and legal staff) incurred any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Subsidiary Guarantor, all obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty in respect of each Secured Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations for fees, costs and indemnities) of the Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in the other Loan Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to the Applicable Hedging Agreements being herein collectively, called the "Loan Document Obligations"); (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any kind case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by the Pledgor to the Hedge Counterparties, whether now existing or hereafter incurred under, arising out of or in connection with any Applicable Hedging Agreement, whether such Applicable Hedging Agreement is now in existence or hereinafter arising, and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in each such Applicable Hedging Agreement (all such obligations, liabilities and indebtedness under this Agreement clause (ii) being herein collectively called the "Hedging Obligations"); (iii) any and all sums advanced by the Secured AgreementsPledgee in order to preserve the Collateral or preserve its security interest in the Collateral; and (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, now obligations, or hereafter existing liabilities of the Pledgor referred to in each caseclauses (i) through (iii) above, whether liquidatedafter a Designated Event of Default shall have occurred and be continuing, unliquidatedthe reasonable expenses of retaking, directholding, indirectpreparing for sale or lease, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs court costs; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (iv) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations obligations, liabilities and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreementsindebtedness (including, now or hereafter existing in each casewithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, premium, interest, reimbursement obligations (both actual and contingent) under Letters of Credit, fees, costs, expenses or otherwise and indemnities (whether arising or accruing before or including in each case, without limitation, all interest that accrues after the occurrence commencement of any "Event of Default" as defined in any Secured Agreement (eachcase, an "Event of Default") and whether dischargedproceeding or other action relating to the bankruptcy, stayed insolvency, reorganization or otherwise affected or allowed as a claim in any bankruptcy similar proceeding of any Pledgor or any Subsidiary thereof at the FCC License Subsidiary), and all costs, fees and expenses of rate provided for in the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, in each case, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any of its Subsidiaries at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), each Interest Rate Protection Agreement and Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and liabilities may (ii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) of such Pledgor owing to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Second-Lien Note Indenture and the other Second-Lien Note Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guarantee Agreement) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Second-Lien Note Indenture and in such other Second-Lien Note Documents (all such obligations, liabilities and indebtedness under this clause (i), entitled to the benefits of this Agreement being herein collectively called the "Second-Lien Note Document Obligations"); (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind such Pledgor referred to in clause (i) above, after an Event of Default shall have occurred and be continuing, the Pledgor under this Agreement and the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (v) all amounts owing to the Second-Lien Collateral Agent and reasonable allocated costs or any other agent under the Second-Lien Note Indenture or any of their agents or affiliates pursuant to any of the Second-Lien Note Documents in their capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations", it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Grantor for the payment of all benefit of the Secured Creditors to secure: (a) the full and prompt payment and performance when due, whether at stated maturity, by acceleration or otherwise, of (i) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Grantor to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any kind Loan Document to which such Grantor is a party or its property is subject and due performance and compliance by such Grantor with the terms of each such Loan Document to which such Grantor is a party or its property is subject (the “Loan Document Obligations”), (ii) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Pledgor under this Agreement Bankruptcy Code, would become due) and liabilities of such Grantor to the Secured Interest Rate Protection Creditors, now existing or hereafter incurred under, arising out of or in connection with the Interest Rate Protection Agreements, now or hereafter existing including all obligations of such Grantor under any Guaranty in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise respect of the Interest Rate Protection Agreements (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default"“Interest Rate Protection Obligations”) and whether discharged(iii) all obligations (including obligations which, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding but for the automatic stay under Section 362(a) of the FCC License SubsidiaryBankruptcy Code, would become due) and liabilities of such Grantor to the Nexstar Creditors, now existing and hereafter incurred under, arising out of or in connection with the Nexstar Guaranty (the “Nexstar Guaranty Obligations”), ; (b) any and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to sums advanced by the Collateral Agent in order to preserve the Security Agreement Collateral or preserve its security interest in the Security Agreement Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, so long as an Event of Default (such term, as used in this Agreement shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) of any Obligations (as defined below) shall have occurred and be continuing, the reasonable allocated costs expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Pledged Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (d) all amounts paid by any Secured Creditor to which such Secured Creditor has the right to reimbursement under Article IX of this Agreement; (e) all such obligations, liabilities, sums and expenses set forth in clauses (a) through (d) of in-house counsel this Section 2.2 being collectively called the “Obligations”, it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the PledgorObligations shall include extensions of credit described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures secures, in the case of each Grantor, the payment and performance of the following (collectively, the “Secured Obligations”): (a) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all Obligations described in clause (a) of the obligations definition thereof (as defined in the Credit Agreement) and liabilities all principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of such Grantor at the rate provided for in the respective documentation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether not a claim for principal, interestpost‑petition interest is allowed in any such proceeding), fees, costscosts and indemnities) of such Grantor to the Lender Creditors, expenses whether now existing or otherwise hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Grantor is a party (whether arising or accruing before or after including, without limitation, all such obligations, liabilities and indebtedness of such Grantor under the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and Credit Party Guaranty with respect to the Collateral Agent Credit Document Obligations (as defined in the Credit Party Guaranty)) and reasonable allocated costs the due performance and expenses compliance by such Grantor with all of in-house counsel the terms, conditions and legal staffagreements contained in each such Credit Document; (l) incurred the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of such Grantor at the rate provided for in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) owing by such Grantor to each Secured Hedge Counterparty under any Secured Hedging Agreement, whether now in existence or hereafter arising (including, without limitation, all obligations, liabilities and indebtedness of such Grantor under the Credit Party Guaranty with respect to the Secured Hedge Obligations (as defined in the foregoing obligations Credit Party Guaranty)), and the due performance and compliance by such Grantor with all of the terms, conditions and agreements contained in each such Secured Hedging Agreement; HN\1119607.7 (m) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities may and indebtedness (including, without limitation, all Obligations (as defined in the LC Procurement Agreement) and all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of such Grantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Grantor to the Payee under the LC Procurement Documents, whether now in existence or hereafter arising (including, without limitation, all obligations, liabilities and indebtedness of such Grantor under the Credit Party Guaranty with respect to the LC Procurement Document Obligations (as defined in the Credit Party Guaranty)), and the due performance and compliance by such Grantor with all of the terms, conditions and agreements contained in each LC Procurement Document; (n) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interest in the Collateral; (o) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Grantor referred to in clauses (a), (b) and (c) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; (p) all amounts paid by any Indemnitee (as defined below) as to which such Indemnitee has the right to reimbursement under Section 19 of this Agreement; and (q) all amounts owing to any Agent pursuant to any of the Credit Documents, Secured Hedging Agreements or LC Procurement Documents in its capacity as such; it being acknowledged and agreed that the Secured Obligations shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations")date of this Agreement. Without limiting the generality of the foregoing, this Agreement secures secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor such Grantor to the Collateral Agent or any Secured Creditor under the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, Debt Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinany Credit Party.

Security for Obligations. This Agreement secures The security interest created hereby in the payment of Collateral constitutes continuing collateral security for all of the following, whether now existing or hereafter incurred (the "SECURED OBLIGATIONS"): (a) In the case of the Borrower, the prompt performance and observance by the Borrower of all obligations of the Borrower under the Credit Agreement, the Notes, this Security Agreement and the other Credit Documents to which the Borrower is a party; (b) Subject to clause (c) of Section 28 hereof, in the case of the Guarantors, the prompt performance and observance by such Guarantor of all obligations of such Guarantor under the Credit Agreement, this Security Agreement and the other Credit Documents to which such Guarantor is a party, including, without limitation, its guaranty obligations arising under Section 4 of the Credit Agreement; and (c) All other indebtedness, liabilities, obligations and liabilities expenses of any kind of the Pledgor under this Agreement and the Secured Agreementsor nature owing from any Credit Party to any Lender, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to Administrative Agent or the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staffin connection with (i) incurred in enforcing, preserving and protecting its rights against the Pledgorthis Security Agreement or any other Credit Document, whether now existing or not suit is institutedhereafter arising, as the foregoing obligations due or to become due, direct or indirect, absolute or contingent, and liabilities may be amendedhowsoever evidenced, increasedheld or acquired, modifiedtogether with any and all modifications, renewedextensions, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality renewals and/or substitutions of any of the foregoing, this Agreement secures (ii) collecting and enforcing the payment of all amounts that constitute part of the Secured Credit Party Obligations and would be owed by the Pledgor (iii) if and to the Collateral Agent extent agreed to by such Credit Party in the documentation evidencing same, all liabilities and obligations owing from such Credit Party to any Lender or the Secured Parties, the Original Holders or the New Holders any Affiliate of any Lender arising under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due any Hedging Agreements relating to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinLoans.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the obligations Bankruptcy Code, would become due) and liabilities of any kind the Borrower (in the case of the Borrower or an NSG Pledgor) or such Pledgor under this Agreement and (in the Secured Agreementscase of a Pledgor that is a Subsidiary Guarantor), now existing or hereafter existing incurred under, arising out of or in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured connection with any Credit Document to which the Borrower or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the such Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, is a party (including, in the case of a Pledgor that is a Subsidiary Guarantor, all such obligations of such Pledgor under its Subsidiary Guaranty) and the due performance of and compliance by the Borrower or such Pledgor, as the case may be, with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the "CREDIT DOCUMENT OBLIGATIONS"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority automatic stay under Section 362(a) of the Original Security Bankruptcy Code, would become due) and liabilities of the Borrower (in the case of an NSG Pledgor) or such Pledgor (in the case of any Pledgor that is a Subsidiary Guarantor), now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement and this Agreement is intended, inter alia, to continue, increase and modify the (all such obligations and indebtedness secured liabilities under this clause (ii) being herein collectively called the "INTEREST RATE OBLIGATIONS"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interests and pledges created interest therein; (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Original Security Agreement. Except as specifically provided herein Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and in be continuing, the Intercreditor Agreementreasonable expenses of retaking, this Agreement shall not have the effect of terminatingholding, limitingpreparing for sale or lease, modifying selling or otherwise affecting disposing of or realizing on the validityCollateral, effectivenessor of any exercise by the EXHIBIT G Page 3 Pledgee of its rights hereunder, enforceabilitytogether with reasonable attorneys' fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, perfection liabilities, sums and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as expenses set forth hereinin clauses (i) through (v) of this Section 1 being herein collectively called the "OBLIGATIONS".

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the relevant Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may bewhich, but for the fact automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of each Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Credit Document to which such Pledgor is a party (including, without limitation, indemnities, fees and interest (including all interest that they are unenforceable accrues after the commencement of any case, proceeding or not allowable due other action relating to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) and this Agreement is intended, inter alia, to continue, increase the due performance of and modify compliance by each Pledgor with the terms of each such Credit Document (all such obligations and indebtedness secured liabilities under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Credit Card Agreements and Secured Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of each Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Secured Credit Card Agreement, including, all obligations, if any, of each Pledgor under its Guaranty in respect of Secured Credit Card Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the “Credit Card Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of each Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Secured Hedging Agreement, including, all obligations, if any, of each Pledgor under its Guaranty in respect of Secured Hedging Agreements (all such obligations and liabilities under this clause (iii) being herein collectively called the “Hedging Obligations”); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of each Pledgor, now existing or hereafter incurred under, arising out of or in connection with each New Senior Notes Document to which it is a party (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) and the due performance and compliance by each Pledgor with the terms of each such New Senior Notes Document (all such obligations and liabilities under this clause (iv) being herein collectively called the “New Senior Notes Obligations”); (v) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of each Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Refinancing Senior Notes Document to which it is a party (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) and the due performance and compliance by each Pledgor with the terms of each such Refinancing Senior Notes Document (all such obligations and liabilities under this clause (v), being herein collectively called the “Refinancing Senior Notes Obligations”); (vi) any and all sums advanced by the Pledgee in order to preserve the Collateral and/or its security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and interest therein; (vii) in the Intercreditor event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, this Agreement after an Event of Default shall not have occurred and be continuing, the effect reasonable expenses of terminatingretaking, limitingholding, modifying preparing for sale or lease, selling or otherwise affecting disposing of or realizing on the validityCollateral, effectivenessor of any exercise by the Pledgee of its rights hereunder, enforceabilitytogether with reasonable attorneys’ fees and court costs; and (viii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, perfection liabilities, sums and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as expenses set forth hereinin clauses (i) through (viii) of this Section 1 being herein collectively called the “Obligations”.

Security for Obligations. This Agreement secures secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of any kind Assignor of the Pledgor under this Agreement and the Secured Agreements, every nature whatsoever now or hereafter existing under or arising in each caserespect of the New Subsidiary Guaranty and all extensions or renewals thereof, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interestinterest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in any such bankruptcy proceedings), reimbursement of amounts drawn under letters of credit, payments for early termination of Lender Interest Rate Agreements, fees, costsexpenses, expenses indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise (whether arising or accruing before or after all such obligations and liabilities being the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an UNDERLYING DEBT"Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses obligations of the Collateral Agent, the Secured Parties, the Original Holders every nature of Assignor now or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders hereafter existing under this Agreement (all such obligations of Assignor, together with the Underlying Debt, being the "SECURED OBLIGATIONS"); provided that the assignment and grant of a security interest pursuant to Section 1 hereof, and any other provisions of this Agreement, shall be effective as to any Successor Credit Agreement Obligations or Interest Rate Obligations only if the Secured Agreementsapplicable Successor Lenders (or a Successor Agent acting on their behalf) or Interest Rate Exchanger shall have executed and delivered to Collateral Agent a counterpart of the Intercreditor Agreement, acknowledged by Assignor, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by the payment of all Pledgor for the benefit of the Secured Creditors to secure: (a) the full and prompt payment and performance when due, whether at stated maturity, by acceleration or otherwise, of (i) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of the Credit Parties to the Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with any kind Loan Document and due performance and compliance by the Credit Parties with the terms of each such Loan Document (the “Loan Document Obligations”) and (ii) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Pledgor Bankruptcy Code, would become due) and liabilities of the Credit Parties to the Hedge Bank Creditors, now existing or hereafter incurred under, arising out of or in connection with the Secured Hedge Agreements, including, all obligations of any Credit Party under its Guaranty in respect of the Secured Hedge Agreements (the “Secured Hedge Agreement Obligations”); (iii) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of the Credit Parties to the Cash Management Creditors, now existing or hereafter incurred under, arising out of or in connection with the Secured Cash Management Agreements, including all obligations of such Grantor under any Guaranty in respect of the Secured Cash Management Agreements (the “Cash Management Obligations”), and (iv) all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of the Credit Parties to the Nexstar Creditors, now existing and hereafter incurred under, arising out of or in connection with the Nexstar Guaranty (the “Nexstar Guaranty Obligations”); (b) any and all sums advanced by the Pledgee in order to preserve the Pledged Collateral or preserve its security interest in the Pledged Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, so long as an Event of Default (such term, as used in this Agreement shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) of any Obligations (as defined below)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing or accruing before realizing on the Pledged Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" its rights hereunder, together with reasonable attorneys’ fees and court costs; and (d) all amounts paid by any Secured Creditor to which such Secured Creditor has the right to reimbursement under Section 20 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (a) through (d) of this Section 3 being collectively called the “Obligations”, it being acknowledged and agreed that the term Obligations as used herein shall include all extensions of credit described above and all other Obligations (as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License SubsidiaryCredit Agreement), and all costs, fees and expenses whether outstanding on the date of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of such Pledgor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including all such obligations and indebtedness of such Pledgor under any Guaranty to which it is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities owing by such Pledgor to the Other Creditors under, or with respect to (including by reason of the any Guaranty to which it is a party), any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (which term to mean and include any Event of Default under, and as defined in, the Credit Agreement or any payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement and shall, in any event, include, without limitation, any payment default on any of the Pledgor under this Agreement Obligations (as hereinafter defined) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures secures, in the case of each Grantor, the payment and performance of the following (collectively, the “Secured Obligations”): (a) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all Obligations described in clause (a) of the obligations definition thereof (as defined in the Credit Agreement) and liabilities all principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of such Grantor at the rate provided for in the respective documentation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether not a claim for principal, interestpost‑petition interest is allowed in any such proceeding), fees, costscosts and indemnities) of such Grantor to the Lender Creditors, expenses whether now existing or otherwise hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Grantor is a party (whether arising or accruing before or after including, without limitation, all such obligations, liabilities and indebtedness of such Grantor under the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and Credit Party Guaranty with respect to the Collateral Agent Credit Document Obligations (as defined in the Credit Party Guaranty)) and reasonable allocated costs the due performance and expenses compliance by such Grantor with all of in-house counsel the terms, conditions and legal staffagreements contained in each such Credit Document; (b) incurred the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of such Grantor at the rate provided for in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) owing by such Grantor to each Secured Hedge Counterparty under any Secured Hedging Agreement, whether now in existence or hereafter arising (including, without limitation, all obligations, liabilities and indebtedness of such Grantor under the Credit Party Guaranty with respect to the Secured Hedge Obligations (as defined in the foregoing obligations Credit Party Guaranty)), and the due performance and compliance by such Grantor with all of the terms, conditions and agreements contained in each such Secured Hedging Agreement; HN\1119607.7 (c) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities may and indebtedness (including, without limitation, all Obligations (as defined in the LC Procurement Agreement) and all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of such Grantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Grantor to the Payee under the LC Procurement Documents, whether now in existence or hereafter arising (including, without limitation, all obligations, liabilities and indebtedness of such Grantor under the Credit Party Guaranty with respect to the LC Procurement Document Obligations (as defined in the Credit Party Guaranty)), and the due performance and compliance by such Grantor with all of the terms, conditions and agreements contained in each LC Procurement Document; (d) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interest in the Collateral; (e) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Grantor referred to in clauses (a), (b) and (c) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; (f) all amounts paid by any Indemnitee (as defined below) as to which such Indemnitee has the right to reimbursement under Section 19 of this Agreement; and (g) all amounts owing to any Agent pursuant to any of the Credit Documents, Secured Hedging Agreements or LC Procurement Documents in its capacity as such; it being acknowledged and agreed that the Secured Obligations shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations")date of this Agreement. Without limiting the generality of the foregoing, this Agreement secures secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor such Grantor to the Collateral Agent or any Secured Creditor under the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, Debt Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinany Credit Party.

Security for Obligations. This Agreement secures is made by each Pledgor to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including, without limitation, the principal of and interest on the Revolving Note issued by, and Revolving Loans made to, each Pledgor under the Credit Agreement, and all indemnities, Fees, expenses and interest thereon or owed thereunder) of each Pledgor to the Pledgee, whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and the other Loan Documents and the due performance and compliance by each Pledgor with all of the obligations terms, conditions and liabilities agreements contained in the Credit Agreement and such other Loan Documents; (ii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any kind proceeding for the collection or enforcement of any obligations or liabilities referred to in clauses (i) and (ii) above, upon the occurrence and during the continuance of an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under, and as defined in, the Credit Agreement, and shall in any event include, without limitation, any payment default (after the expiration of any applicable grace period) on any of the Pledgor under this Agreement Obligations (as hereinafter defined)) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (iv) all amounts paid by any Indemnitee (as defined in Section 11 hereof) as to which such Indemnitee has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, this Section 1 being herein collectively called the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures The security interest created hereby in the payment of Collateral constitutes continuing collateral security for all of the obligations and liabilities of any kind following obligations, whether now existing or hereafter incurred (the "OBLIGATIONS"): (a) (i) until the Satisfaction in Full of the Pledgor under this Agreement Obligations (as defined below), the payment by the Company, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise in accordance with the terms of the Notes), of all amounts from time to time owing by it in respect of the Purchase Agreements, the Notes and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecuredother Transaction Documents, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after ii) the occurrence payment by each of any "Event of Default" the Guarantors (as defined in any Secured Agreement the Guaranty), as and when due and payable of all "Guaranteed Obligations" under (eachand as defined in) the Guaranty, an "Event including, without limitation, (A) all principal of Default") and whether dischargedinterest on the Notes (including, stayed or otherwise affected or allowed as a claim in without limitation, all interest that accrues after the commencement of any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the PledgorPledgors, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are such interest is unenforceable or is not allowable due to the existence of a bankruptcysuch bankruptcy proceeding), reorganization and (B) all fees, commissions, expense reimbursements, indemnifications and all other amounts due or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority become due under any of the Original Security Agreement Transaction Documents; and (b) until the Satisfaction in Full of the Obligations, the due performance and this Agreement is intendedobservance by each Pledgor of all of its other obligations from time to time existing in respect of any of the Transaction Documents. As used herein, inter alia, to continue, increase "Satisfaction in Full of the Obligations" means the satisfaction in full of all indebtedness and modify the other obligations and indebtedness secured owed by the security interests and pledges created Company to the Buyers under the Original Notes and the other Transaction Documents (including, without limitation, all principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding), and fees, but excluding obligations under the Transaction Documents (other than the Notes) that may arise after the payment or satisfaction in full of the Notes) by means of cash payment, conversion into equity securities of the Company, waiver of obligations by the Buyers, proceeds from Collateral (as defined in the Security Agreement. Except ) paid to or retained by Buyers in accordance with the Transaction Documents, and/or such other satisfaction as specifically provided herein and in may be contemplated by the Intercreditor AgreementNotes or the other Transaction Documents or as otherwise agreed to by the Buyers, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority any combination of the security interests foregoing, in each case in accordance with the Notes or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinapplicable Transaction Documents.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), fees, costs and indemnities) of such Pledgor owing to the DIP Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the obligations terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities of any kind of the Pledgor and indebtedness under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise clause (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiaryi), and all costsexcept to the extent consisting of obligations, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders liabilities or the New Holders (including reasonable attorneys' fees and expenses and indebtedness with respect to the Collateral Agent Post Petition Secured Hedging Agreements or Secured Post Petition Cash Management Arrangements, being herein collectively called the “DIP Credit Document Obligations”); (ii) the full and reasonable allocated costs prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and expenses indebtedness (including, without limitation, all interest that accrues after the commencement of in-house counsel and legal staff) incurred any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding) owing by such Pledgor to the Other DIP Creditors now existing or hereafter incurred under, arising out of or in connection with each Post Petition Secured Hedging Agreement, whether such Post Petition Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of each Post Petition Secured Hedging Agreement), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Post Petition Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Post Petition Hedging Obligations”); (iii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Post Petition Cash Management Creditors now existing or hereafter incurred under, arising out of or in connection with each Secured Cash Post Petition Management Arrangement, whether such Secured Post Petition Cash Management Arrangement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of each Secured Post Petition Cash Management Arrangements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Post Petition Cash Management Arrangement (all such obligations, liabilities and indebtedness under this clause (iii) being herein collectively called the “Post Petition Cash Management Obligations”); (iv) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the foregoing Collateral; (v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i), (ii) and liabilities may (iii) above, after an Event of Default shall have occurred and be amendedcontinuing, increasedthe reasonable expenses of retaking, modifiedholding, renewedpreparing for sale or lease, refinancedselling or otherwise disposing of or realizing on the Collateral, refunded or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; (vi) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and (vii) all amounts owing to any Agent or any of its affiliates pursuant to any of the Credit Documents in its capacity as such; (viii) all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vii) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the Effective Date or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinEffective Date.

Security for Obligations. This Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, Fees and interest thereon) of the Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Loan Documents and the due performance and compliance by the Pledgor with all of the obligations terms, conditions and liabilities of any kind of agreements contained in the Pledgor under this Credit Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for other Loan Documents (all such principal, interest, feesobligations and liabilities described in this clause (i) being herein collectively called the "CREDIT AGREEMENT OBLIGATIONS"); (ii) the full and prompt payment when due (whether at the stated maturity, costsby acceleration or otherwise) of all obligations and liabilities owing by the Pledgor to the Other Creditors under, or with respect to, any Interest Rate Protection or Other Hedging Agreement, including all obligations of the Pledgor in respect of Interest Rate Protection or Other Hedging Agreement, whether such Interest Rate Protections or Other Hedging Agreements are now in existence or hereafter arising, and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "OTHER OBLIGATIONS"); (iii) any and all sums advanced by the Pledgee in accordance with the Loan Documents in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (i) , (ii) and (iii) above, after an Event of Default (as such term is defined in the Credit Agreement) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this SECTION 1 being herein collectively called the "OBLIGATIONS," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of such Pledgor to the Bank Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including without limitation (x) in the case of the Borrower, all such obligations and indebtedness of the Borrower under the Credit Agreement and (y) in the case of each other Pledgor, all such obligations and indebtedness under the Guaranty to which such Pledgor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and such other Credit Documents (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) owing by such Pledgor to the Other Creditors under, or with respect to, any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations and liabilities described in this clause (ii) being herein collectively called the "Other Obligations"); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral (to the extent provided for in the Credit Documents); (iv) in the event of any kind proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Pledgor referred to in clauses (i), (ii) and (iii) above, after an Event of Default (as such term is defined in the Pledgor under this Agreement Security Agreement) shall have occurred and be continuing, the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement. All such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of in-house counsel this Section 1 being herein collectively called the "Obligations," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures secures, and the Pledged Collateral is collateral security for: (a) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidatedproceeding or other action relating to the bankruptcy, unliquidatedinsolvency, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured reorganization or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any "Event of Default" as defined Pledgor or any Subsidiary thereof at the rate provided for in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out of the Credit Agreement and each other Loan Document to which such Pledgor is a party (including, in the case of each Subsidiary Pledgor that has executed and delivered the Subsidiary Guaranty, all such obligations, liabilities and indebtedness of such Subsidiary Pledgor under such Subsidiary Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Loan Document; (b) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Lender Counterparties now existing or hereafter incurred under, arising out of each Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Subsidiary Pledgor that has executed and delivered the Subsidiary Guaranty, all obligations, liabilities and indebtedness of such Pledgor under such Subsidiary Guaranty in respect of each Secured Hedging Agreement), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each Secured Hedging Agreement; (c) any and all sums advanced by Collateral Agent in order to preserve the Pledged Collateral or preserve its security interest in the Pledged Collateral; (d) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (a) and (b) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Pledged Collateral, or of any exercise by Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; (e) all amounts paid by any Indemnitee as to which such Indemnitee has the foregoing obligations right to reimbursement under Section 17 of this Agreement; and (f) all amounts owing to Administrative Agent or Collateral Agent any of their respective affiliates pursuant to any of the Loan Documents in their capacities as such; all such obligations, liabilities, indebtedness, sums and liabilities may be amendedexpenses set forth in clauses (a) through (f) of this Section 3 being herein collectively called the “Secured Obligations”, increasedit being acknowledged and agreed that the “Secured Obligations” shall (i) include extensions of credit of the types described above, modified, renewed, refinanced, refunded whether outstanding on the date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein(ii) exclude any Excluded Swap Obligations.

Security for Obligations. This Agreement secures is made by the Pledgor for (x) the senior benefit of the Senior Creditor, and (y) the benefit, on a basis junior and fully subordinated to the Senior Creditor, of the Subordinated Creditors to secure: (a) the full and prompt payment of all obligations and indebtedness of the Pledgor to the Senior Creditor under the Senior Note due and owing as a result of the prepayment provisions of the Senior Note or by acceleration (but specifically excluding any obligations and indebtedness due and owing solely as a result of the occurrence of the Stated Maturity Date (as defined in the Senior Note)) and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Senior Note (all such obligations and liabilities described in this clause (a), the "SENIOR OBLIGATIONS"); (b) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of any kind all obligations and indebtedness of the Pledgor to the Subordinated Creditors under this the Credit Agreement Guaranty and the Secured Agreementsdue performance and compliance by the Pledgor with all of the terms, now conditions and agreements contained in the Credit Agreement Guaranty (all such obligations and liabilities in this clause (b), the "CREDIT AGREEMENT OBLIGATIONS"); (c) the full and prompt payment when due (whether at the stated maturity, by acceleration or hereafter existing in each caseotherwise) of all obligations and liabilities owing by the Pledgor to the Interest Rate Protection Creditors under, or with respect to, any Interest Rate Protection Guaranty, whether liquidatedsuch Interest Rate Protection Guaranty is now in existence or hereafter (d) any and all sums advanced by the Pledgee in order to preserve the Collateral or preserve its security interest in the Collateral in a manner not in violation of the terms hereof; and (e) in the event of any proceeding for the collection or enforcement of any indebtedness, unliquidatedobligations, director liabilities of the Pledgor, indirectCapstar Broadcasting and/or Capstar Radio referred to in clauses (a) through (d), fixedafter an Event of Default shall have occurred and be continuing, contingentthe reasonable expenses of retaking, maturedholding, unmaturedpreparing for sale or lease, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs court costs. All such obligations, liabilities, sums and expenses set forth in clauses (a) through (e) of in-house counsel this Section 1 being herein collectively called the "OBLIGATIONS," it being acknowledged and legal staff) incurred in enforcing, preserving and protecting its rights against agreed that the Pledgor"Obligations" shall include extensions of credit of the types described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by the Company for the benefit of the Lender to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may bewhich, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority automatic stay under Section 362(a) of the Original Security Agreement Bankruptcy Code, would become due) and this Agreement liabilities of the Company, now existing or hereafter incurred under, arising out of or in connection with any Transaction Document (as defined in the Purchase Agreement) to which the Company is intended, inter alia, to continue, increase a party and modify the due performance of and compliance by the Company with the terms of each such Transaction Document (all such obligations and indebtedness secured liabilities under this clause (i), being herein collectively called the “Transaction Document Obligations”); (ii) any and all sums advanced by the Lender in order to preserve the Collateral and/or its security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and interest therein; (iii) in the Intercreditor event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, this Agreement after an Event of Default shall not have occurred and be continuing, the effect reasonable expenses of terminatingretaking, limitingholding, modifying preparing for sale or lease, selling or otherwise affecting disposing of or realizing on the validityCollateral, effectivenessor of any exercise by the Lender of its rights hereunder, enforceabilitytogether with reasonable attorneys’ fees and court costs; and (iv) all amounts paid by the Lender as to which the Lender has the right to reimbursement under Section 11 of this Agreement; all such obligations, perfection liabilities, sums and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as expenses set forth hereinin clauses (i) through (iv) of this Section 1 being herein collectively called the “Obligations.”

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Credit Document to which such Pledgor is a party (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) and the due performance of and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Credit Card Agreements and Secured Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Secured Credit Card Agreement, including, all obligations, if any, of such Pledgor under its Guaranty in respect of Secured Credit Card Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Credit Card Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with each Secured Hedging Agreement, including, all obligations, if any, of such Pledgor under its Guaranty in respect of Secured Hedging Agreements (all such obligations and liabilities under this clause (iii) being herein collectively called the "Hedging Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidatedproceeding or other action relating to the bankruptcy, unliquidatedinsolvency, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured reorganization or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy similar proceeding of the FCC License SubsidiaryBorrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with each Existing Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the Existing Senior Notes (all such obligations and liabilities under this clause (iv) being herein collectively called the "Existing Senior Notes Obligations"); (v) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all costsobligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with each Refinancing Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the Refinancing Senior Notes (all such obligations and liabilities under this clause (v) being herein collectively called the "Refinancing Senior Notes Obligations"); (vi) any and all sums advanced by the Pledgee in order to preserve the Collateral and/or its security interest therein; (vii) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean and include any Event of Default under the Credit Agreement, any "event of default" under the Existing Senior Notes Documents or the Refinancing Senior Notes Documents and any payment default by the Borrower under any Secured Credit Card Agreement, any Secured Hedging Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral AgentCollateral, or of any exercise by the Secured PartiesPledgee of its rights hereunder, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (viii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vii) of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, this Section 1 being herein collectively called the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This The pledge and the grant of a security interest in, and the continuance of the pledge and the grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the payment of all Obligations of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, such Grantor now or hereafter existing under or in each caserespect of the Loan Documents, whether liquidated, unliquidated, direct, direct or indirect, fixed, absolute or contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgorotherwise. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Collateral Documents delivered under the Original Second Lien Credit Agreement (the “Original Security Agreement Documents”) and this IP Security Agreement is intended, inter alia, to continue, increase and modify extend the obligations and indebtedness secured by the security interests and pledges created under and affected by the Original Security Agreement. Except Documents, in each case, except as specifically provided herein and herein, including, without limitation, in the Intercreditor Agreementlast paragraph of Section 1, this Agreement shall not have the effect of without terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under and affected in respect thereof. To the extent that any security interest or pledge granted pursuant to the Original Security AgreementDocuments relates to collateral in which the Grantors have previously granted a security interest to the Collateral Agent, which is this IP Security Agreement shall, except as specifically provided herein, including, without limitation, in the last paragraph of Section 1, confirm the validity, effectiveness, enforceability and continuation of such security interest or pledge as against the Grantors. All of the terms and provisions of the Original Security Documents are hereby confirmed and ratified and confirmedin all respects, except as specifically modified herein. Without limiting the generality of the foregoing, this IP Security Agreement secures, as set forth hereinto each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the obligations and liabilities commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidatedproceeding or other action relating to the bankruptcy, unliquidatedinsolvency, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured reorganization or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence similar proceeding of any "Event of Default" as defined Pledgor or any Subsidiary thereof at the rate provided for in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgorrespective documentation, whether or not suit a claim for post-petition interest is institutedallowed in any such proceeding), as reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to the foregoing obligations and liabilities may be amendedLender Creditors, increasedwhether now existing or hereafter incurred under, modifiedarising out of, renewed, refinanced, refunded or extended from time to time (collectivelyin connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, entitled to the benefits of this Agreement being herein collectively called the "Secured Credit Document Obligations"). Without limiting ; (ii) the generality of the foregoingfull and prompt payment when due (whether at stated maturity, this Agreement secures the payment by acceleration or otherwise) of all amounts obligations, liabilities and indebtedness (including, without limitation, all interest that constitute part accrues after the commencement of any case, proceeding or other action relating to the Secured Obligations and would be owed bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by the such Pledgor to the Collateral Agent Other Creditors now existing or hereafter incurred under, arising out of or in connection with any Interest Rate Protection Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereinafter arising (including, in the Secured Partiescase of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of the Original Holders or Interest Rate Protection Agreements and Other Hedging Agreements), and the New Holders due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the "Other Obligations"); provided that if the aggregate notional amount of all then outstanding Interest Rate Protection Agreements and Other Hedging Agreements would exceed the Maximum Hedging Obligations Notional Amount, then amounts owing with respect to such excess shall not constitute Other Obligations hereunder; provided further that, if at the time of the entering into of any Interest Rate Protection Agreement or Other Hedging Agreement the Secured Agreementsrespective Other Creditors obtained an officer's certificate of the Borrower or a representation by the Borrower that the aggregate notional amount thereof when added to the aggregate notional amount of all other then outstanding Interest Rate Protection Agreements and Other Hedging Agreements which constitute Other Obligations hereunder, shall not or would not exceed the Maximum Hedging Obligations Notional Amount, then such Interest Rate Protection Agreement or Other Hedging Agreement, as the case may be, but (and all obligations thereunder as described above) shall constitute Other Obligations for all purposes hereof notwithstanding the fact that they are unenforceable the Maximum Hedging Obligations Notional Amount has actually been exceeded; (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or not allowable due preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the existence reasonable expenses of a bankruptcyretaking, reorganization holding, preparing for sale or similar proceeding involving lease, selling or otherwise disposing of or realizing on the Pledgor. The parties hereto intend Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys' fees and court costs; (v) all amounts paid by any Indemnitee as to maintain which such Indemnitee has the validity, effectiveness, enforceability, perfection and priority right to reimbursement under Section 11 of this Agreement; and (vi) all amounts owing to any Agent or any of its affiliates pursuant to any of the Original Security Agreement Credit Documents in its capacity as such; all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the "Obligations", it being acknowledged and agreed that the "Obligations" shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement is intended, inter alia, or extended from time to continue, increase and modify time after the obligations and indebtedness secured by the security interests and pledges created under the Original Security date of this Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Pledge Agreement secures is made by the Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and indebtedness (including, without limitation, indemnities, fees and interest thereon) of the Pledgor to the Secured Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement; (ii) any and all sums advanced by the Pledgee in accordance with the terms hereof in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations and or liabilities of any kind the Pledgor, after an Event of Default shall have occurred and be continuing, the Pledgor under this Agreement and the Secured Agreementsreasonable expenses of retaking, now holding, preparing for sale or hereafter existing in each caselease, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses selling or otherwise (whether arising disposing of or accruing before realizing on the Collateral, or after the occurrence of any "Event exercise by the Pledgee of Default" as defined in any Secured Agreement (eachits rights hereunder, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including together with reasonable attorneys' fees fees, applicable registration tax and stamp duty, and court costs; and (iv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Pledge Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of this Section 1 being herein collectively called the "Obligations," it being acknowledged and with respect to agreed that the Collateral Agent and reasonable allocated costs and expenses "Obligations" shall include extensions of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against credit of the Pledgortypes described above, whether or not suit is instituted, as outstanding on the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded date of this Pledge Agreement or extended from time to time (collectively, after the "Secured Obligations"). Without limiting the generality date of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Pledge Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. This Agreement secures is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which such Pledgor is a party (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) and the due performance of and compliance by such Pledgor with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Hedging Agreements, being herein collectively called the "Credit Document Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor, now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement, including, all obligations, if any, of such Pledgor under the Subsidiary Guaranty in respect of Secured Hedging Agreements (all such obligations and liabilities under this clause (ii) being herein collectively called the "Hedging Obligations"); (iii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each case, whether liquidatedproceeding or other action relating to the bankruptcy, unliquidatedinsolvency, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured reorganization or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy similar proceeding of the FCC License SubsidiaryBorrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with any New Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the New Senior Notes (all such obligations and liabilities under this clause (iii) being herein collectively called the "New Senior Notes Obligations"); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all costsobligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (including, without limitation, indemnities, fees and interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower or any other Credit Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)), now existing or hereafter incurred under, arising out of or in connection with any Refinancing Senior Notes Document, including, all obligations, if any, of such Pledgor under a guaranty in respect of the Refinancing Senior Notes (all such obligations and liabilities under this clause (iv) being herein collectively called the "Refinancing Senior Notes Obligations"); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral and/or its security interest therein; (vi) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Credit Agreement, any "event of default" under the New Senior Notes Documents or the Refinancing Senior Notes Documents or any payment default by the Borrower under any Secured Hedging Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral AgentCollateral, or of any exercise by the Secured PartiesPledgee of its rights hereunder, the Original Holders or the New Holders (including together with reasonable attorneys' fees and expenses and with respect court costs; and (vii) all amounts paid by any Secured Creditor as to which such Secured Creditor has the Collateral Agent and reasonable allocated costs right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (vii) of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, this Section 1 being herein collectively called the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.

Security for Obligations. (a) This Agreement secures is made by each Pledgor in favor of the Pledgee for the benefit of the Lender Creditors, the Other Creditors, the Existing Pari Passu Creditors, and the Additional Pari Passu Creditors (as hereinafter defined), if any (collectively, together with the Pledgee, the “Secured Creditors”), to secure on an equal and ratable basis: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the obligations Bankruptcy Code, would become due) and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements(including, now or hereafter existing in each casewithout limitation, whether liquidated, unliquidated, direct, indirect, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principal, interest, fees, costs, expenses or otherwise (whether arising or accruing before or after the occurrence of any "Event of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costsindemnities, fees and expenses interest thereon) of the Collateral Agent, the Secured Parties, the Original Holders such Pledgor (as obligor or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit is instituted, as the foregoing obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreementsguarantor, as the case may be) and each Borrower to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with the Bank Facility Agreements and all other Credit Documents to which it or any Borrower is at any time a party (including, without limitation, all such obligations and liabilities of such Pledgor under the Bank Facility Agreements (if a party thereto) and under any guaranty by it of the obligations under the Bank Facility Agreements) and the due performance and compliance by such Pledgor and any Borrower with the terms of each such Credit Document (all such obligations and liabilities under this clause (i) being herein collectively called the “Bank Facility Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the fact that they are unenforceable automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or not allowable due guarantor, as the case may be) and the Borrower to the existence Other Creditors, whether now existing or hereafter incurred under, arising out of a bankruptcyor in connection with any Other Secured Document (including, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validitywithout limitation, effectiveness, enforceability, perfection all such obligations and priority liabilities of such Pledgor under any guaranty by it of the Original Security Agreement obligations under any Other Secured Document) and the due performance and compliance by such Pledgor and the Borrower with the terms of each such Other Secured Document (all such obligations and liabilities under this Agreement is intendedclause (ii) being herein collectively called the “Other Secured Obligations”); (iii) the full and prompt payment when due (whether at the stated maturity, inter aliaby acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) and the Borrower to continuethe Existing Pari Passu Creditors, increase whether now existing or hereafter incurred under, arising out of or in connection with any documentation relating to the Existing Pari Passu Obligations (collectively, the “Existing Pari Passu Documents”) (including, without limitation, all such obligations and modify liabilities of such Pledgor under any guaranty by it of the obligations under the Existing Pari Passu Documents) and indebtedness secured the due performance and compliance by such Pledgor and the Borrower with the terms of the Existing Pari Passu Documents (all such obligations and liabilities under this clause (iii) being herein collectively called the “Existing Pari Passu Obligations”); (iv) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of such Pledgor (as obligor or guarantor, as the case may be) and the Borrower to the obligees under the Additional Pari Passu Documents (as hereinafter defined) (the “Additional Pari Passu Creditors”), whether now existing or hereafter incurred under, arising out of or in connection with any documentation relating to the Additional Pari Passu Obligations (as hereinafter defined) (collectively, the “Additional Pari Passu Documents”) (including, without limitation, all such obligations and liabilities of such Pledgor under any guaranty by it of the obligations under the Additional Pari Passu Documents) and the due performance and compliance by such Pledgor and the Borrower with the terms of the Additional Pari Passu Documents (all such obligations and liabilities under this clause (iv) being herein collectively called the “Additional Pari Passu Obligations”); (v) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interests and pledges created under the Original Security Agreement. Except as specifically provided herein and interest in the Intercreditor Collateral; (vi) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) through (c) above after an Event of Default (such term, as used in this Agreement, this Agreement shall not mean any “Event of Default” at any time under, and as defined in, any of the Bank Facility Agreements, the Existing Pari Passu Documents and the Additional Pari Passu Documents shall have occurred and be continuing, the effect reasonable and documented out-of-pocket expenses of terminatingthe Pledgee in connection with the retaking, limitingholding, modifying preparing for sale or lease, selling or otherwise affecting disposing or realizing on the validityCollateral, effectivenessor of any exercise by the Pledgee of its rights hereunder, enforceability, perfection together with reasonable and priority documented out-of-pocket attorneys’ fees and court costs of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth herein.Pledgee; and

Security for Obligations. This The Lien and security interest created in the Pledged Collateral under this Agreement secures the payment of constitutes continuing collateral security for all of the obligations and liabilities of any kind of the Pledgor under this Agreement and the Secured Agreements, now or hereafter existing in each casefollowing obligations, whether liquidated, unliquidated, direct, direct or indirect, fixed, absolute or contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, and whether for principalnow existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Pledgor, each Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents (including the Warrants and the Registration Rights Agreement until such time the Notes are indefeasibly paid in full), and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Obligations (as defined in the Guaranties) under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, feesmake-whole and other amounts on the Notes (including, costswithout limitation, expenses or otherwise (whether arising or accruing before or all interest, make-whole and other amounts that accrues after the occurrence commencement of any "Event Insolvency Proceeding of Default" as defined in any Secured Agreement (each, an "Event of Default") and whether discharged, stayed or otherwise affected or allowed as a claim in any bankruptcy proceeding of the FCC License Subsidiary), and all costs, fees and expenses of the Collateral Agent, the Secured Parties, the Original Holders or the New Holders (including reasonable attorneys' fees and expenses and with respect to the Collateral Agent and reasonable allocated costs and expenses of in-house counsel and legal staff) incurred in enforcing, preserving and protecting its rights against the Pledgor, whether or not suit the payment of such interest is institutedenforceable or is allowable in such Insolvency Proceeding), as and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the foregoing Transaction Documents (including the Warrants and the Registration Rights Agreement until such time the Notes are indefeasibly paid in full); and (b) the due and punctual performance and observance by Pledgor of all of its other obligations and liabilities may be amended, increased, modified, renewed, refinanced, refunded or extended from time to time (collectively, the "Secured Obligations"). Without limiting the generality existing in respect of any of the foregoingTransaction Documents (including the Warrants and the Registration Rights Agreement until such time the Notes are indefeasibly paid in full), this Agreement secures the payment of all amounts that constitute part including without limitation, with respect to any conversion or redemption rights of the Secured Obligations and would be owed by the Pledgor to the Collateral Agent or the Secured Parties, the Original Holders or the New Holders under this Agreement or the Secured Agreements, as the case may be, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor. The parties hereto intend to maintain the validity, effectiveness, enforceability, perfection and priority of the Original Security Agreement and this Agreement is intended, inter alia, to continue, increase and modify the obligations and indebtedness secured by the security interests and pledges created Noteholders under the Original Security Agreement. Except as specifically provided herein and in the Intercreditor Agreement, this Agreement shall not have the effect of terminating, limiting, modifying or otherwise affecting the validity, effectiveness, enforceability, perfection and priority of the security interests or the pledges created under the Original Security Agreement, which is hereby ratified and confirmed, as set forth hereinNotes.