Second Lien Term Loan Agreement dated as of April 17, 2024, between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and HPS Investment Partners, LLC as Term Agent

This SECOND LIEN TERM LOAN AGREEMENT (including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of April 17, 2024, by and among MEDIACO HOLDING INC., an Indiana corporation (“MediaCo”), the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, the “Borrowers” and each a “Borrower”), HPS INVESTMENT PARTNERS, LLC, a Delaware limited liability company (in its individual capacity, “HPS”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time to time party to this Agreement (collectively, the “Term Lenders” and individually each a “Term Lender”) and for itself, and the Term Lenders.

WHEREAS, the Borrowers have requested, and the Term Lenders have agreed to make available to the Borrowers, term loan facilities consisting of a term loan deemed funded on the Closing Date in an amount up to $30,000,000 upon and subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Loan Parties desire to secure all of their Obligations under the Loan Documents by granting to the Term Agent, for the benefit of the Secured Parties, a security interest in and Lien upon substantially all of their Property (other than any Excluded Assets); and

WHEREAS, the provisions of this Agreement and the other Loan Documents and the First Lien Term Loan Agreement and the other First Lien Loan Documents are (as between the Secured Parties and the “Secured Parties” as defined in the First Lien Term Loan Agreement) subject to the provisions of the Intercreditor Agreement;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

1.1          Amount of the Term Loans; Protective Overadvances.

(i)          Term Loans.  Subject to the terms and conditions of this Agreement including Section 2.1, on the Closing Date, each Term Lender shall be deemed to have made Term Loans on the Closing Date (the “Term Loans”) to Borrower, in an aggregate principal amount not to exceed the amount of such Term Lender’s Term Loan Commitment.  Each Term Lender’s Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Term Loan in an amount equal to the amount of such Term Lender’s Pro Rata Percentage of such Term Loan.  Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed.

(b)          [Reserved].

(c)          [Reserved].

(d)          Protective Overadvances.  Notwithstanding anything to the contrary contained in this Agreement, the Term Agent may require the Term Lenders to make advances (a “Protective Overadvance”) so long as the Term Agent determines, in its sole discretion, such Protective Overadvance is necessary or desirable to preserve or protect any Collateral, or to enhance the collectability or repayment of Obligations, or to pay any other amounts chargeable to Borrowers under any Loan Documents, including costs, fees and expenses.  If a Protective Overadvance is made pursuant to the preceding sentence, then each Term Lender shall be obligated to make such Protective Overadvance based upon its Pro Rata Percentage thereof.  All Protective Overadvances shall (i) bear interest at the default rate under Section 1.3(c), (ii) be due and payable upon demand of the Term Agent or of the Required Lenders, and (iii) constitute Obligations hereunder and be secured by the Collateral.  Any Protective Overadvances made under this clause (d) shall be made by the Term Agent as determined by the Term Agent in its sole discretion.

1.2          [Reserved.]

1.3          Evidence of Term Loan; Term Notes.  The portion of the Term Loan made by each Term Lender is evidenced by this Agreement and, if requested by such Term Lender, a Term Note payable to such Term Lender in an amount equal to such Term Lender’s Term Loan.

1.4          Interest.

(a)          Except as otherwise set forth herein, all Loans and other Obligations each shall bear interest at the Adjusted Base Rate or the Adjusted Term SOFR Rate, as applicable, plus the Applicable Margin on the unpaid principal amount thereof.  Interest on Loans shall accrue from the date made and interest on other Obligations shall accrue from the date such other Obligations are due and payable (including as the result of any Mandatory Prepayment Event, Bankruptcy Event or otherwise) until, in all cases, paid in full in cash in immediately available funds.

(b)          Subject to Sections 1.4(c) and 9.4, the Term Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR Rate for such Interest Period plus the Applicable Margin.  Each determination of an interest rate by the Term Agent shall be conclusive and binding on the Borrowers and the Term Lenders in the absence of manifest error.  All computations of fees and interest payable under this Agreement shall be made on the basis of a 360-day year and actual days elapsed.  Interest and fees shall accrue during each period during which interest, or such fees are computed from the first day thereof to the last day thereof.  All Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period.

(c)        So long as (i) the Cash Payment Conditions are satisfied and (ii) the Company has not made an PIK Interest Election (as defined below), interest on the Term Loan shall be paid in cash in arrears on each Interest Payment Date.  Interest shall also be paid in cash on the date of any payment or prepayment of the Term Loan (on the amount so paid or prepaid) and on each Termination Date with respect to the applicable Loan subject to such Termination Date. To the extent the Cash Payment Conditions are not satisfied, all interest on the Term Loan during such time shall be paid-in-kind (“PIK Interest”).  In addition, with respect to any interest payment, the Borrower Representative may elect (a “PIK Interest Election”) by written notice to the Term Agent to pay a portion of such interest payment equal to the Applicable Margin in PIK Interest.  Interest that is paid in the form of PIK Interest shall be considered paid for all purposes of this Agreement, and shall not be considered overdue.  Following an increase in the principal amount of the Loans as a result of a payment of PIK Interest, the Term Loans shall accrue interest on such increased principal amount from and after the related Interest Payment Date of such PIK Interest.

(d)        At the election of the Term Agent or the Required Lenders while any Event of Default exists (or automatically, after a Bankruptcy Event occurs), the Borrowers shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the Term Loan under the Loan Documents from and after the occurrence of such Event of Default at a rate per annum which is determined by adding three percent (3.00%) per annum to the interest rate then in effect.  All such interest shall be payable on demand of the Term Agent or the Required Lenders.

1.5          Loan Accounts.

(a)         The Term Agent, on behalf of the Term Lenders, shall record on its books and records the amount of the Term Loan, the interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding.  The Term Agent shall deliver to the Borrower Representative, at the reasonable request of the Borrower Representative, a loan statement setting forth such record for the period so requested.  Such record shall, absent manifest error, be conclusive evidence of the amount of the Term Loan made by the Term Lenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder (and under any Term Note) to pay any amount owing with respect to the Term Loan or provide the basis for any claim against the Term Agent or any Term Lender.

(b)         The Term Agent, acting as a non-fiduciary agent of the Borrowers solely for Tax purposes and solely with respect to the actions described in this Section 1.5(b), shall establish and maintain at its address referred to in Section 8.2 (or at such other address as the Term Agent may notify the Borrower Representative) (A) a record of ownership (the “Register”) in which the Term Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Term Agent and each Term Lender in the Term Loan and any assignment of any such interest or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Term Lenders (and each change thereto pursuant to Section 8.9), (2) the outstanding amount of the Term Loan, (3) the amount of any principal or interest due and payable or paid, and (4) any other payment received by the Term Agent from any Borrower and its application to the Obligations.

(c)         The Borrowers, the Term Agent and the Term Lenders shall treat each Person whose name is recorded in the Register as a Term Lender for all purposes of this Agreement.  The Register is intended to comply with the requirements set forth under United States Treasury Regulations 5f.103-1(c).  Information contained in the Register with respect to any Term Lender shall be available for access by the Borrower Representative during normal business hours and from time to time upon at least one Business Day’s prior notice.  No Term Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Term Lender unless otherwise agreed by the Term Agent.

1.6          Optional Prepayments of the Term Loan.

(a)         Optional Prepayments.  Following the discharge in full in cash of the First Lien Obligations, the Borrowers may, upon prior written notice to the Term Agent from the Borrower Representative, at any time or from time to time voluntarily prepay the Term Loan in whole or in part; provided that (i) such notice must be received by the Term Agent not later than 4:00 p.m., New York time, two (2) Business Days prior to any date of prepayment of any portion of the Term Loan, and (ii) such prepayment shall be accompanied by interest on the amount so prepaid.  Any amounts prepaid pursuant to this Section 1.6 in respect of the principal amount of the Term Loan shall be applied to the principal repayment installments thereof in inverse order of maturity.

(b)          Notice.  Once provided, any notice of a prepayment of the Term Loan shall be revocable by the Borrower Representative to the extent repayment is contingent upon receipt of proceeds from a financing, and the Term Agent will promptly notify each applicable Term Lender thereof and of such Term Lender’s Pro Rata Percentage of such prepayment.  The payment amount specified in such notice shall be due and payable on the date specified therein.

1.7          Mandatory Repayments and Prepayments of the Term Loan. In each case subject to Section 1.7(f),

(a)          Amortization. Beginning with the first full fiscal month ending after the third(3^rd) anniversary of Closing Date, and on the last day of each fiscal month thereafter (or, if such date is not a Business Day, on the immediately preceding Business Day), the Borrowers shall make monthly payments of principal on the Term Loans in an amount equal to 0.83333% of the initial aggregate principal amount of the Term Loans.  Each such repayment shall be accompanied by interest on the amount so repaid.

(b)         Excess Cash Flow. Commencing with the Fiscal Year ending December 31, 2024 and for each Fiscal Year thereafter, within five (5) Business Days after financial statements are required to be delivered pursuant to Section 4.1(a) and the related Compliance Certificate are required to be delivered pursuant to Section 4.2(b), the Borrowers shall repay the Term Loan as hereafter provided in an aggregate amount equal to 50% of Excess Cash Flow for the Fiscal Year, covered by such financial statements minus the sum of (x) the aggregate amount of voluntary prepayments made pursuant to Section 1.6(a) during such period plus (y) the aggregate amount of amortization payments made pursuant to Section 1.7(a) during such period.

(i)          a Loan Party or any of its Subsidiaries shall make Dispositions (other than a Disposition permitted by Sections 5.2 (a), (b), (d) or (f);

(ii)          a Loan Party or any of its Subsidiaries shall suffer Events of Loss;

(iii)         a Loan Party or any of its Subsidiaries shall issue or incur Indebtedness other than Permitted Indebtedness;

(iv)         a Change in Control shall occur; or

(v)          any Equity Issuance by MediaCo resulting in cash proceeds;

(the events described in clauses (i) through (v) of this clause (c) being collectively referred to herein as “Mandatory Prepayment Events”),

then (A) the Borrower Representative shall promptly notify the Term Agent in writing of such Mandatory Prepayment Event (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within two (2) Business Days (or immediately in the case of any issuance or incurrence of Indebtedness that is not Permitted Indebtedness or a Change in Control, as the case may be), after receipt by a Loan Party and/or such Subsidiary of any Net Proceeds of such Mandatory Prepayment Event, the Borrower Representative shall deliver, or cause to be delivered, an amount equal to 100% of such Net Proceeds to the Term Agent for distribution to the Term Lenders as a prepayment of the Term Loan, which prepayment shall be applied in accordance with Section 1.8(c)(i) or Section 1.8(c)(ii), as the case may be; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, (A) (x) up to $500,000 in Net Proceeds in the aggregate during any Fiscal Year received under either clauses (i) (solely to the extent related to a Disposition of Intellectual Property under Section 5.2(e)) or clause (ii) shall not be required to be so applied and (y) up to $200,000 in Net Proceeds in the aggregate during any Fiscal Year received under clause (i) (solely to the extent related to a Disposition under Section 5.2(c)) shall not be required to be so applied and (C) up to $250,000 in Net Proceeds in the aggregate received under either clause (i) or (ii) shall not be required to be so applied; provided further that (B) the Loan Parties shall be permitted to use such Net Proceeds to replace, repair, restore or rebuild the assets subject to an Event of Loss or to replace or purchase similar assets in the case of a Disposition, provided that (i) no Event of Default has occurred and is continuing and (ii) any such Net Proceeds arising from such Event of Loss or Disposition not used to so replace or purchase similar assets following such Disposition, or replace, repair, restore or rebuild the assets subject to such Event of Loss, as the case may be, within 180 days (or within ninety (90) days after being committed if committed to be so reinvested within such 180 day period) after the receipt of such Net Proceeds shall be applied to the prepayment of the Term Loan in accordance with Section 1.8(c)(i) or Section 1.8(c)(ii), as the case may be.

(d)          Borrowing Base Ratio.  No later than the second Business Day following each date upon which a Borrowing Base Certificate is due to be delivered pursuant to Section 4.1, Borrower shall prepay Loans or Loans under the First Lien Loan  Documents in an aggregate amount sufficient to cause the Borrowing Base Ratio, as of the last day of such fiscal month, on a pro forma basis giving effect to such prepayment, to be no less than 100%.

(e)          No Implied Consent or Waiver of Default.  Provisions contained in this Section 1.7 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Term Lenders to transactions that are not otherwise permitted by the terms hereof or the other Loan Documents or waiver of any Default or Event of Default.

(f)         Notwithstanding the foregoing provisions of this Section 1.7 (or any other provision of this Agreement or any other Loan Document), optional prepayments, mandatory repayments and prepayments of the Term Loans shall not be permitted until all of the outstanding First Lien Obligations (other than contingent indemnity obligations) have been repaid in full and all commitments to lend in respect thereof have been terminated.

1.8          Payments by the Borrowers. Subject to the Intercreditor Agreement:

(a)          The Borrower promises to repay to the Term Agent for the ratable account of the Term Lenders all amounts owed hereunder in full indefeasibly in immediately available funds in cash on the Termination Date or earlier, if otherwise required by the terms hereof.  All payments (including prepayments) to be made by each Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, and shall, except as otherwise expressly provided herein, be made to the Term Agent (for the ratable account of the Persons entitled thereto) and shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 4:00 p.m. (New York time) on the date due. Any payment which is received by the Term Agent later than 4:00 p.m. (New York time) may in the Term Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b)          If any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made, and shall be deemed to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

(c)        (i) Subject to Section 1.8(c)(ii) and the Intercreditor Agreement, all payments received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows:

first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender;

second, to payment of interest, fees, costs and expenses and any other amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents;

third, to payment of the principal of the Term Loan; and

fourth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto.

In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied.

(ii)        Notwithstanding any provision herein to the contrary, and subject to the Intercreditor Agreement, (A) during the continuance of an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in respect of any Obligation in accordance with clauses first through sixth below, and (B) without limiting the foregoing, all amounts collected or received by the Term Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows:

first, pro rata, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses, including Attorney Costs, of the Term Agent payable or reimbursable by the Borrowers under the Loan Documents;

second, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5));

third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Term Agent and the Term Lenders;

fourth, to payment of principal of the Term Loan;

fifth, to payment of any other amounts owing constituting Obligations; and

sixth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto.

In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied.

1.9          Return of Payments; Procedures.

(a)          Return of Payments.

(i)          If the Term Agent pays an amount to a Term Lender under this Agreement in the belief or expectation that a related payment has been or will be received by the Term Agent from the Borrowers and such related payment is not received by the Term Agent, then the Term Agent will be entitled to recover such amount from such Term Lender on demand without setoff, counterclaim or deduction of any kind.

(ii)         If the Term Agent determines at any time that any amount received by the Term Agent under this Agreement or any other Loan Document must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, the Term Agent will not be required to distribute any portion thereof to any Term Lender.  In addition, each Term Lender will repay to the Term Agent on demand any portion of such amount that the Term Agent has distributed to such Term Lender, together with interest at such rate, if any, as the Term Agent is required to pay to the Borrowers or such other Person, without setoff, counterclaim or deduction of any kind, and the Term Agent will be entitled to set-off against future distributions to such Term Lender any such amounts (with interest) that are not repaid on demand.

(b)         Procedures.  The Term Agent is hereby authorized by each Borrower and each Secured Party to establish reasonable procedures (and to amend such procedures in a reasonable manner from time to time) to facilitate administration and servicing of the Term Loan and other matters incidental thereto.  Without limiting the generality of the foregoing, the Term Agent is hereby authorized to establish reasonable procedures to make available or deliver, or to accept, notices, documents and similar items on, by posting to or submitting and/or completion on, E-Systems.

2.1        Conditions Precedent to the Term Loan.  The occurrence of the Closing Date is subject to satisfaction or waiver of the following conditions in a manner reasonably satisfactory to the Term Agent:

(a)          [Reserved.]

(b)          Loan Documents.  The Term Agent shall have received on or before the Closing Date, each in form and substance satisfactory to the Term Agent, duly executed copies of the following:

(i)           this Agreement;

(ii)          [Reserved];

(iii)         the Intercreditor Agreement;

(iv)         the Collateral Documents (other than any Mortgages and Control Agreements, which shall be delivered in accordance with Section 4.19);

(v)          (a) the Estrella Acquisition Agreement, (b) the Option Agreement, (c) the Network Affiliation Agreements and (d) such organizational documents relating to the foregoing as may be requested by the Term Agent (the “Estrella Transaction Documents”); and

(vi)          the First Lien Term Loan Agreement;

(c)          [Reserved];

(d)          No Material Adverse Change.  Since December 31, 2023, no Material Adverse Effect shall have occurred;

(e)          No Litigation.  No action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to (i) materially and adversely affect the transactions contemplated hereby or (ii) result in a Material Adverse Effect;

(f)        Financial Statements. The Term Agent shall have received and be satisfied with the (a) audited balance sheet and related statement of income for MediaCo for the twelve (12) month period ended December 31, 2023, and (b) unaudited balance sheet and related statement of income of MediaCo and the Estrella Entities for the two (2) months ended February 29, 2024;

(g)        Minimum Liquidity at Closing.  The Term Agent shall have received a duly completed written calculation in form and substance reasonably acceptable to the Term Agent, dated as of Closing Date, certified by a Responsible Officer of the Borrower Representative, which shall evidence that after giving effect to the making of the Term Loan and the other transactions contemplated to be effective on the Closing Date and, on a pro forma basis, (x) Liquidity shall not be less than $1,000,000 and (y) the Term Agent, in its reasonable discretion, shall be satisfied that all accounts payable, leases, payments due under other Indebtedness and Taxes due and payable are paid current (excluding good faith disputes related thereto);

(h)         No Liens.  The Term Agent shall be reasonably satisfied that the Obligations do not give rise to any obligation of any Borrower or its Subsidiaries to grant any security interest or Lien in respect of any existing Indebtedness of such Borrower or its Subsidiaries or violate any of the terms, in any material respect, of the agreements with respect to such existing Indebtedness;

(i)         Approvals.  The Term Agent shall have received (i) satisfactory evidence that the Borrowers have obtained all required consents and approvals of all Persons (including all requisite Governmental Authorities or third parties), to the execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of transactions contemplated hereby and thereby or (ii) an officer’s certificate in form and substance reasonably satisfactory to the Term Agent affirming that no such material consents or approvals are required;

(j)          Payment of Fees.  The Borrowers shall have paid all fees required to be paid on the Closing Date, and shall have reimbursed the Term Agent, for all reasonable and documented fees, costs and expenses of closing to the extent invoiced three (3) Business Days prior to the Closing Date;

(k)         Solvency.  The Term Agent shall have received a Solvency Certificate in the form of Exhibit H signed by a Responsible Officer of the Borrower Representative;

(l)          Perfection.  All filings, recordations and searches reasonably necessary or otherwise reasonably requested by the Term Agent in connection with the Liens to be granted to the Term Agent under the Loan Documents shall have been duly made, and all documents and instruments required to perfect the Term Agent’s security interest in the Collateral shall have been executed, delivered, in form to be filed, and all Taxes and fees directly related to filing and recording shall concurrently with such filing or recordation be duly paid, in each case other than with respect to any Mortgages subject to Section 4.19;

(m)        Borrowing Base Certificate.  The Term Agent shall have received a Borrowing Base Certificate for the month most recently ended prior to the Closing Date, setting forth that the Borrowing Base Ratio is no less than 100%;

(n)         Opinions of Counsel; Corporate Documents.  The Term Agent and the Term Lenders shall have received (i) customary opinions of counsel (including all applicable local counsel) to the Borrowers (which shall cover, among other things, authority, legality, validity, binding effect, perfection and enforceability of the Loan Documents and other matters as the Term Agent may reasonably require), and (ii) such customary corporate resolutions, certificates and other documents as the Term Agent shall reasonably require;

(o)         Representations and Warranties.  The representations and warranties of the Borrowers set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Closing Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);

(q)         Governmental Regulations.  No material changes in governmental regulations or policies materially and adversely affecting the transactions contemplated hereby shall have occurred prior to the Closing Date;

(r)          Payoff Letter.  The Term Agent shall have received evidence satisfactory to it that the Indebtedness for borrowed money for the Borrowers, Loan Parties and Estrella Entities (other than any Indebtedness of the Borrowers and the Loan Parties permitted to remain outstanding hereunder) shall have been terminated and cancelled and all such Indebtedness shall have been fully repaid or converted into Indebtedness, Stock or Stock Equivalents permitted hereunder and any and all liens thereunder, if any, shall have been terminated and released;

(s)          Projections and Business Plan.  The Term Agent shall have received the projections and business plan of each of the Borrowers and their Subsidiaries and shall be reasonably satisfied in form, substance and detail, with them;

(t)          No Default or Breach of Material Contracts.  The Term Agent shall have received a certificate of a Responsible Officer of the Borrower Representative certifying that no breach or default (or event or condition, which after notice or lapse of time, or both, would constitute a breach or default) has occurred and is continuing under any Material Contract;

(u)          Control Agreement.  The Term Agent shall have received a Control Agreement in respect of Control Account held by MediaCo at Wells Fargo Bank, N.A. with the account number ending 6285 and 2190;

(v)          Estrella Acquisition.  The Term Agent shall have received evidence in form satisfactory to it that the Estrella Acquisition shall have been (or shall be concurrently) consummated on the Closing Date in accordance with the Estrella Acquisition Agreement, and no material terms or conditions of such Estrella Acquisition Agreement (other than any immaterial terms or conditions) shall have been waived without the consent of the Term Agent;

(w)          FCC Licenses.  Each FCC License and each Optioned License shall be in full force and effect;

(x)          Appraisal.  The Term Agent shall have received an Acceptable Appraisal in respect of (x) the FCC Licenses to be included in the Borrowing Base on or prior to the Closing Date and (y) with respect to the Optioned Licenses, in each case, the Specified Option Value;

(z)          Officer’s Certificate.  The Term Agent shall have received an Officer’s Certificate in the form of Exhibit K-1 signed by Responsible Officer of the Borrower Representative (on behalf of itself and each other Borrower) certifying that each of the factual conditions specified in this Section  2.1 have been satisfied.

The Borrowers, jointly and severally, as an inducement for the Term Agent and Term Lenders to enter into this Agreement and to extend the Term Loans hereunder, represent and warrant to the Term Agent and each Term Lender that the following are true, correct and complete:

3.1          Corporate Existence and Power.  Each Borrower and each of its respective Subsidiaries:

(a)          is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable;

(b)          has all requisite power and authority and all governmental licenses, authorizations, Permits, consents and approvals to (i) own its assets, (ii) carry on its business and (iii) execute, deliver, and perform its obligations under, the Loan Documents to which it is a party, except, in the case of clauses (b)(i) and (b)(ii), where the failure to have such consents would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(c)          is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good standing, under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(d)         is in compliance with all Requirements of Law, except where the failure to be in compliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

3.2          Corporate Authorization; No Contravention.  The execution, delivery and performance by each of the Borrowers of this Agreement, and by each Borrower and each of its Subsidiaries of any other Loan Document to which such Person is party, have been duly authorized by all necessary organizational action, and do not and will not:

(i)           contravene the terms of any of that Person’s Organization Documents;

(ii)         conflict with or result in the creation of any Lien (except Liens created pursuant to the Loan Documents) under any document evidencing any material Contractual Obligation to which such Person is a party or any material order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject;

(iii)         conflict with or result in any breach or contravention of any document evidencing any Material Contract or any material order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; or

(iv)         violate any Requirements of Law in any material respect.

3.3          Governmental and Third-Party Authorization.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority including with or by the FCC or any other Person is necessary or required in connection with the execution, delivery or performance by, or exercise of remedies against, any Borrower or any Subsidiary of any Borrower of this Agreement or any other Loan Document except (a) for recordings and filings in connection with the Liens granted to the Term Agent under the Collateral Documents and (b)  FCC filings in connection with the exercise of the Option Agreement or any use of remedies action relating to the transfer of FCC Licenses and/or Optioned Licenses.

3.4          Binding Effect.  This Agreement and each other Loan Document to which any Borrower is a party constitute the legal, valid and binding obligations of each such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law.

3.5          Litigation.  Except as specifically disclosed in Schedule 3.5, there are no actions, suits or proceedings pending, or to the knowledge of each Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, against any Borrower, any Subsidiary of any Borrower or any of their respective Property which:

(a)          purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby; or

(b)          could reasonably be expected to result in a Material Adverse Effect.

No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement, any other Loan Document or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.  No Borrower or any Subsidiary of any Borrower is the subject of an audit or, to each Borrower’s knowledge, any review or investigation by any Governmental Authority concerning the violation or possible violation of any Requirements of Law or any Permits maintained by the Borrowers or their Subsidiaries which would reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

3.6          No Default.  No Default or Event of Default exists or would result from the incurring of any Obligations by any Borrower or the grant or perfection of the Term Agent’s Liens on the Collateral or the consummation of the transactions contemplated under this Agreement and the other Loan Documents.  No Borrower and no Subsidiary of any Borrower is in default under or with respect to (i) any Specified Agreement in any respect, (ii) any Material Contract or (iii) any other Contractual Obligation which, individually or together with all such defaults, in the case of clauses (ii) or (iii), would reasonably be expected to have a Material Adverse Effect.

3.7          ERISA Compliance.

(a)         None of the Borrowers or their respective Subsidiaries, or any member of their respective Controlled Groups, maintains or contributes to any Title IV Plan or any Multiemployer Plan.  Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies.  Except those that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Borrower, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Borrower incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur.  On the Closing Date, no ERISA Event has occurred in connection with which Liabilities (contingent or otherwise) remain outstanding.

(b)          Foreign Pension Plan and Benefit Plans.  None of the Borrowers or any of their Subsidiaries maintain or contribute to, or are required to maintain or contribute to, any Foreign Benefit Plans and Foreign Pension Plans.

3.8          Margin Regulations.  No Borrower and no Subsidiary of any Borrower is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

3.9          Ownership of Property; Liens.  As of the Closing Date, the Real Estate listed in Schedule 3.9 constitutes all of the Real Estate of each Borrower and each of their respective Subsidiaries.  Each of the Borrowers and each of their respective Subsidiaries has good record and valid title in fee simple to, or valid leasehold interests in, all of its Real Estate, and good and valid title to all owned personal property and valid leasehold interests in all leased personal property, in each instance, necessary or used in the ordinary conduct of their respective businesses, except for Permitted Liens and such immaterial defects in title, or where, as to personal property, failure to own such personal property or have such leasehold interest would not be material.  As of the Closing Date, Schedule 3.9 also describes any purchase options, rights of first refusal or other similar contractual options granted by the Borrowers or a Subsidiary in favor of a third party in any Real Estate (x) required to be subject to a Mortgage or Landlord Waiver, (y) related to a main Station or (z) otherwise material to the operations of the Loan Parties.  As to any fee owned Real Estate, and to the knowledge of the Borrowers as to any leasehold Real Estate, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

3.10        Taxes.  All U.S. federal, state, local and non-U.S. income and other material Tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material respects, and all material Taxes, assessments and other governmental charges and impositions reflected therein or otherwise due and payable have been timely paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. No assertion of any material claim for Taxes has been given or made by any Governmental Authority.  Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in material compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

3.11         Financial Condition.

(a)         Each of (i) the audited balance sheet of MediaCo dated December 31, 2023, and the related audited statement of income or operations for the twelve (12) month period ended on that date for MediaCo, (ii) the unaudited interim balance sheet and related unaudited statement of income for the two (2) month period ended February 29, 2024, (iii) audited balance sheet and related statement of income and cash flows of the Estrella Entities for the fiscal years ended December 31, 2022, and (b) unaudited balance sheet and related statement of income and cash flows of the Estrella Entities for the two (2) month period ended February 29, 2024:

(x)        were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and

(y)         present fairly in all material respects the financial condition of MediaCo as of the dates thereof and results of operations for the periods covered thereby.

(b)         The pro forma unaudited Consolidated balance sheet of MediaCo and its Consolidated Subsidiaries dated March 31, 2024, delivered to the Term Agent and the Term Lenders on or before the Closing Date was prepared by the Borrowers giving pro forma effect to the transaction contemplated under this Agreement and the other Loan Documents and the transactions contemplated hereby and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP.

(c)          Since December 31, 2023, there has been no Material Adverse Effect.

(d)         The Borrowers and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.8.

(e)          All financial performance projections delivered to the Term Agent, including the financial performance projections delivered to the Term Agent and the Term Lenders on or before the Closing Date, represent each Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by such Borrower to be fair and reasonable in light of current market conditions (it being understood that (i) such projections are as to future events and are not to be viewed as facts, and (ii) actual results during the period or periods covered by any such projections may differ from the projected results).

3.12        Environmental Matters.

Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:

(a)          The operations of each Borrower and each of their respective Subsidiaries are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law.

(b)          No Borrower and no Subsidiary of any Borrower is party to, and no Borrower and no Subsidiary of any Borrower and (to the knowledge of any Borrower) no Real Estate currently or previously owned, leased, subleased or operated by any such Person is subject to or the subject of any pending (or, to the knowledge of any Borrower, threatened) written consent decree, settlement agreement, order, restriction in a deed (solely with respect to Real Estate that is currently owned by any Borrower or Subsidiary), action, suit, proceeding, claim, demand, or notice of violation or of potential liability or similar written notice relating in any manner to any Environmental Laws.

(c)          No Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Property of any Borrower or any Subsidiary of any Borrower and, to the knowledge of any Borrower, no facts, circumstances or conditions exist that would reasonably be expected to result in any such Lien attaching to any such Property.

(d)          No Borrower and no Subsidiary of any Borrower has caused or suffered to occur a Release of Hazardous Materials at, on, under or from any Real Estate.

(e)         Except as specifically disclosed in Schedule 3.12(e), all Real Estate currently (or to the knowledge of any Borrower previously) owned, leased, subleased, operated by any Borrower and each Subsidiary of each Borrower is free of contamination by any Hazardous Materials requiring Remedial Action pursuant to any Environmental Law.

(f)          No Borrower and no Subsidiary of any Borrower knows of any material facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental Law or liability under any Environmental Law regarding such Borrower or Subsidiary, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act or similar Environmental Laws.

3.13        Regulated Entities.  None of any Borrower, any Person controlling any Borrower, or any Subsidiary of any Borrower, is (a) an “investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its Obligations under the Loan Documents.

3.14        Solvency.  Both before and after giving effect to (a) the Term Loan made on the Closing Date, (b) the consummation of the other transactions contemplated hereby to occur on the Closing Date, and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Borrowers, taken as a whole, and the Borrowers and their Subsidiaries, on a Consolidated basis, are Solvent.

3.15        Labor Relations.  Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, as of the Closing Date, there are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Borrower, threatened) against or involving any Borrower.  Except as set forth in Schedule 3.15, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Borrower, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Borrower and (c) no such representative has sought certification or recognition with respect to any employee of any Borrower.

3.16        Intellectual Property.  Schedule 3.16 sets forth a true and complete list of the following Intellectual Property each Borrower and each Subsidiary owns as of the Closing Date:  Intellectual Property that is registered or subject to applications for registration in the United States Copyright Office or the United States Patent and Trademark Office, including for each the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed and (4) as applicable, the registration or application number and registration or application date (collectively, “Registered Rights”).  (collectively, “Registered Rights”). As of the Closing Date, all of the Registered Rights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, a domain name registrar or other corresponding offices of other jurisdictions as identified on such schedule; and all of the material Registered Rights have been maintained and renewed in accordance with all applicable provisions of Requirements of Law in the United States or in each such other jurisdiction, as applicable. As of the Closing Date, all of the Registered Rights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, a domain name registrar or other corresponding offices of other jurisdictions as identified on such schedule; and all of the material Registered Rights have been maintained and renewed in accordance with all applicable provisions of Requirements of Law in the United States or in each such other jurisdiction, as applicable.  Each Borrower and each Subsidiary of each Borrower owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted in all material respects.  To the Borrowers’ knowledge, the conduct and operations of the businesses of each Borrower does not in any material respect infringe, misappropriate, dilute, violate or otherwise impair any material Intellectual Property owned by any other Person.

3.17        Brokers’ Fees; Transaction Fees.  Except for fees payable to Term Agent and the Term Lenders or as otherwise set forth in Schedule 3.17, none of the Borrowers or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

3.18       Insurance.  Schedule 3.18 lists all insurance policies of any nature maintained as of the Closing Date for current occurrences by each Borrower, including issuers, coverages and deductibles.  Each of the Borrowers and each of their respective Subsidiaries and their respective Properties and operations are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrowers, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses of the same size and character as the business of the Borrowers and, to the extent relevant, owning similar Properties in localities where such Person operates. The Borrowers shall not reduce the coverage amounts under their liability policies without the prior consent of the Term Agent.

3.19        Ventures, Subsidiaries and Affiliates; Outstanding Stock.  Except as set forth in Schedule 3.19, as of the Closing Date, no Borrower and no Subsidiary of any Borrower (i) has any Subsidiaries, or (ii) is engaged in any joint venture or partnership with any other Person or is an Affiliate of any other Person.  All issued and outstanding Stock and Stock Equivalents of each of the Borrowers and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (if applicable), and free and clear of all Liens other than with respect to the Stock and Stock Equivalents of each of the Borrowers and Subsidiaries of each of the Borrowers, as applicable, those in favor of Term Agent, for the benefit of the Secured Parties and Permitted Liens.  All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities.  As of the Closing Date, all of the issued and outstanding Stock of each Borrower and each Subsidiary of each Borrower is owned by each of the Persons and in the amounts set forth in Schedule 3.19.  Except as set forth in Schedule 3.19, as of the Closing Date there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Borrower may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries.  Set forth in Schedule 3.19 is a true and complete organizational chart of the Borrowers and all of their Subsidiaries as of the Closing Date.

3.21       Locations of Inventory, Equipment and Books and Records.  As of the Closing Date, each Borrower’s (a) Inventory and Equipment (other than Inventory or Equipment in transit or out for repair) and books and records concerning the Collateral are kept at the locations listed in Schedule 3.21, and (b) books and records concerning the Collateral are kept at a location in the United States.

3.22        Deposit Accounts and Other Accounts.  Schedule 3.22 lists all banks and other financial institutions at which any Borrower maintains deposit, securities or other accounts as of the Closing Date, and such Schedule correctly identifies the name and address of each depository, the name in which the account is held, a brief description of the purpose of the account, and the complete account number therefor.

3.23        Government Contracts and Material Contracts.  Except as set forth on Schedule 3.23, as of the Closing Date no Borrower is a party to (i) any material contract or agreement with any Governmental Authority and no Borrower’s Accounts are subject to the Federal Assignment of Claims Act of 1940 (31 U.S.C. Section 3727) or any similar state or local law or (ii) any other Material Contract.

3.24       Customer Relations.  Except as set forth on Schedule 3.24, there exists no actual or, to the knowledge of any Borrower, threatened termination or cancellation of, or any material adverse modification or change in the business relationship of any Borrower or any Subsidiary of any Borrower with any customer or group of customers which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

3.25        Bonding.  Except as set forth in Schedule 3.25, as of the Closing Date, no Borrower is a party to or bound by any surety bond agreement, indemnification agreement in respect of any surety bond agreement or bonding requirement with respect to products or services sold by it (exclusive of product warranties in the Ordinary Course of Business).

3.26        Full Disclosure.  None of the representations or warranties made by any Borrower or any of their Subsidiaries in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement, certificate or other writing furnished by or on behalf of any Borrower or any of their Subsidiaries in connection with the Loan Documents (including the offering and disclosure materials, if any, delivered by or on behalf of any Borrower to the Term Agent or the Term Lenders prior to the Closing Date), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading as of the time when made or delivered; provided, that, with respect to projected financial information, each Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered, and if such projected financial information was delivered prior to the Closing Date, as of the Closing Date.

3.27          OFAC; Anti-Corruption.

(a)          No Loan Party nor any of its Subsidiaries is in violation of any Sanctions. No Loan Party or any of its Subsidiaries, and none of their directors, officers, agents, or employees is a Sanctions Target.  No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctions Target in violation of Sanctions.

(b)          Each Loan Party is in compliance with the Anti-Corruption Laws. No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Subsidiaries, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the Anti-Corruption Laws.

3.28        Patriot Act.  The Borrowers and each of their Subsidiaries are in compliance with the Anti-Terrorism Laws.

3.29       Collateral Documents, Etc.  Except as otherwise contemplated hereby or under any other Loan Documents (including, for the avoidance of doubt, the Intercreditor Agreement), and except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents, are effective to create in favor of the Term Agent for the benefit of the Secured Parties a legal, valid, enforceable and perfected second-priority Lien (subject only to Permitted Liens and, as to priority, only to Permitted Liens under Section 5.1(c) or that have priority under applicable law) on all right, title and interest of the respective Borrowers in the Collateral described therein.

3.30        Beneficial Ownership Certification.  As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

3.31        FCC Licenses.  As of the Closing Date, Schedule 3.31 lists all FCC Licenses and the Loan Party that is the licensee of each such FCC License.  The FCC Licenses include all of the main Station FCC licenses, permits, permissions and authorizations necessary to operate the Loan Parties’ business as currently conducted by the Loan Parties, and all such FCC Licenses have been validly issued in the name of a Borrower or one of its Subsidiaries.  Except as set forth on Schedule 3.31, the FCC Licenses that have been issued are in full force and effect, are valid for the balance of the current license term, are unimpaired by any act or omissions of any Borrower, any Subsidiary thereof or any of their respective employees, agents, officers, directors or stockholders (and in the case of any FCC Licenses being acquired in connection with any Acquisition (which Acquisition shall be approved in writing by the Required Lenders), of the current holders thereof to the extent it would adversely affect Borrower or its Subsidiaries after the Acquisition) and are free and clear of any material restrictions, except restrictions or conditions of general applicability.  Moreover, each Borrower or one of its Subsidiaries are in material compliance with all license provisions. Except as set forth on Schedule 3.31 and except for those of general applicability, there are no proceedings or complaints pending or, to the best of the Loan Parties’ knowledge, threatened with respect to the FCC Licenses (including any Optioned License) or otherwise before the FCC that may have a Material Adverse Effect on the Loan Parties’ business including the reversal, revocation, cancellation, adverse modification, suspension, or non-renewal of any FCC License (and/or Optioned License, as applicable). The Loan Parties are not aware of any reason why any FCC Licenses (and/or the Optioned Licenses) subject to expiration might not be renewed in the ordinary course or of any reason why any of the FCC Licenses (and/or the Optioned Licenses) might be revoked.  All information contained in any pending applications for modification, extension or renewal of the FCC Licenses or other applications filed with the FCC by any of the Loan Parties is true, complete and accurate in all material respects.  All information contained in any application for consent to assignment of any FCC License, an application for consent to transfer control of any FCC License or substantially similar applications filed with the FCC in connection with any Acquisition is true, complete and accurate in all material respects (if any).

3.32          FCC Matters.  To the best of the Loan Parties’ knowledge, the operation of the business of the Borrowers and the other Loan Parties complies and has complied in all material respects with the Communications Laws.  Schedule 3.32 is a list of all Stations (other than booster, translator or auxiliary stations) owned or operated by the Loan Parties (or their respective Subsidiaries) as of the Closing Date.

3.33          Studio and Tower Sites.  Set forth in Schedule 3.33 is a complete and accurate list, as of the Closing Date, of (a) each real estate or tower location utilized or to be utilized as a studio or main transmitter site in the operation of the Stations and (b) each other parcel of real estate owned or leased by or licensed to MediaCo or its Subsidiaries (other than parcels of real estate used solely as low power transmitter sites).  As to each such site owned by MediaCo or one of its Subsidiaries or utilized or to be utilized as a studio or main transmitter site in the operation of the Stations, Schedule 3.33 sets forth (i) the name(s) of the record owner(s) of such site, (ii) the street address of such site (if any) and (iii) a true copy of the lease or license.  Moreover, each of the towers used in the operation of the Stations and which is owned by a Loan Party, which tower is required to be registered with the FCC pursuant to the FCC’s antenna structure registration requirements has been duly and accurately registered and each ASR Number is posted at the Tower Site where the failure to do so would reasonably be expected to have a Material Adverse Effect. All antenna structures used in the operation of the Stations and owned by a Loan Party are obstruction-marked and lighted in accordance with the Communications Act where the failure to do so would reasonably be expected to have a Material Adverse Effect.

Each Borrower covenants and agrees that, so long as the Term Loan or any other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

4.1        Financial Statements.  Each Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements required to be delivered hereunder in conformity with GAAP (provided that quarterly and monthly financial statements shall not be required to have footnote disclosures and are subject to normal month-end, quarter-end and year-end adjustments, as applicable).  The Borrowers shall deliver to the Term Agent and the Term Lenders and in form and detail reasonably satisfactory to the Term Agent:

(a)          as soon as available, but not later than ninety (90) days after the end of each Fiscal Year ((or within one hundred twenty (120) days for the Fiscal Year ending December 31, 2024)), copies of the audited Consolidated balance sheet of MediaCo and its Consolidated Subsidiaries, in each case, as at the end of such year and the related Consolidated statements of income or operations, shareholders’ equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by reports and opinions of independent certified public accounting firm reasonably acceptable to the Term Agent, which reports and opinions shall be certified without a going concern or like qualification or exception and without any qualification or exception as to the scope of audit (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrowers’ independent certified public accountants), stating that such financial statements fairly present, in all material respects, the financial position and results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior years;

(b)         beginning with the first full month of operations, as soon as available, but not later than thirty (30) days after the end of each Fiscal Month, copies of the unaudited Consolidated balance sheet of MediaCo and its Consolidated Subsidiaries, in each case, as at the end of such month and the related Consolidated statement of income or operations of each such Person and its Consolidated Subsidiaries for such Fiscal Month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in all material respects, the financial position and the results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior months, subject to normal month-end adjustments and absence of footnote disclosures; and

(c)          as soon as available, but not later than forty-five (45) days (or within sixty (60) days after the end of the Fiscal Quarters ending June 30, 2024 and September 30, 2024) after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending March 31, 2025), copies of the unaudited Consolidated balance sheet of MediaCo and its Consolidated Subsidiaries, in each case, as at the end of such quarter and the related Consolidated statements of income or operations, shareholders’ equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in all material respects, the financial position and the results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior quarters, subject to normal year-end adjustments and absence of footnote disclosures.

4.2         Certificates; Other Information.  The Borrowers shall deliver to the Term Agent and the Term Lenders and in form and detail reasonably satisfactory to Term Agent:

(a)         together with each delivery of financial statements pursuant to Section 4.1(a) and 4.1(c), (i) a management discussion and analysis report, in reasonable detail, signed by a Responsible Officer of the Borrower Representative, describing the operations and financial condition of the Borrowers and their Subsidiaries for such Fiscal Quarter or Fiscal Year and (ii) a report setting forth in comparative form the corresponding figures for corresponding periods of the previous Fiscal Year;

(b)          concurrently with the delivery of the financial statements and other financial deliverables referred to in Sections 4.1(a), 4.1(b) and 4.1(c) above, a fully and properly completed Compliance Certificate, certified on behalf of the Borrowers by a Responsible Officer of the Borrower Representative (it being understood that the Compliance Certificate delivered in connection with each of the financial statements referred to in Sections 4.1(a), 4.1(b) and 4.1(c) shall contain the certification of compliance with the covenants contained in Sections 5.21 and 5.22(a));

(c)          as soon as available but in any event within thirty (30) days of the end of each Fiscal Month, and at such other times as may be requested by the Term Agent, as of the period then ended, a Borrowing Base Certificate, and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Term Agent may reasonably request; and the Borrowing Base shall be updated (i) from time to time upon receipt of periodic valuation updates received from the Term Agent’s asset valuation experts, (ii) concurrently with the sale or commitment to sell any assets constituting part of the Borrowing Base, (iii) in the event such assets are idled for any reason other than routine maintenance or repairs for a period in excess of ten (10) consecutive days, and (iv) in the event that the value of such assets may otherwise be impaired, as determined by the Term Agent’s in its sole discretion;

(d)         promptly after the same are sent, copies of all financial statements and reports which MediaCo sends to its shareholders or other equity holders, as applicable, generally and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority;

(e)         concurrently with the delivery of the financial statements referred to in Section 4.1(c), to the extent that there is any updated information to provide, a list of any applications for the registration of any Patent, Trademark (and a list of any “intent to use” Trademark applications for which a registration has issued or a “Statement of Use” or “Amendment to Allege Use” has been filed) or Copyright filed by any Borrower with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in each case entered into or filed in the prior Fiscal Quarter;

(f)           prior to the end of each of MediaCo’s Fiscal Years, the annual budget of the Borrowers prepared by management of the Borrower Representative, consistent in form with the budget previously delivered to the Term Agent prior to the Closing Date;

(g)         promptly upon receipt thereof, copies of any reports submitted by each Borrower’s certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems, operations, financial condition or properties of any Borrower (or their Subsidiaries) made by such accountants, including any comment letters submitted by such accountants to management of any Borrower in connection with their services;

(h)         (i) not less than five (5) Business Days prior to the consummation of the transactions relating to any Permitted Refinancing, drafts of documents relating to any Permitted Refinancing and (ii) concurrently with the consummation of any such Permitted Refinancing, copies, certified by a Responsible Officer of the Borrower Representative as being complete and correct, of the fully executed documents relating to such Permitted Refinancing;

(i)           as soon as practicable, in any event at least ten (10) Business Days prior thereto, copies of any waiver, consent, amendment or permanent prepayment or permanent commitment reduction (and the amount thereof) to be entered into pursuant to any Subordinated Indebtedness Documents;

(j)           promptly, such additional business, financial, perfection certificates and other information as the Term Agent may from time-to-time reasonably request; and

(k)        (i) any change in the information provided in the Beneficial Ownership Certification that would result in any Borrower no longer being excluded from the definition of “legal entity customer” under the Beneficial Ownership Regulation and (ii) upon the request therefor, such other information and documentation required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including, without limitation, the Patriot Act), as from time to time reasonably requested by Term Agent or any Term Lender.

Any financial statement or other information required to be furnished pursuant to Sections 4.1(a), (b), (c) or 4.2(d) shall be deemed to have been furnished on the date on which the Term Agent receives notice (which may be via email) that MediaCo has filed such financial statement or information with the Securities and Exchange Commission and it is available on MediaCo’s website or the EDGAR website on the Internet at www.sec.gov or any successor government website that is freely and readily available to the Term Agent and the Term Lenders without charge.

4.3          Notices. The Borrower Representative shall notify promptly Term Agent of each of the following:

(a)          the occurrence or existence of any Default or Event of Default;

(b)          any breach or non-performance of, or any default under (i) any Specified Agreement, (ii) any Material Contract (other than leases which shall be subject to notification under Section 4.15), (iii) the Emmis Subordinated Note or (iv) any other Contractual Obligation of any Borrower or any Subsidiary of any Borrower, or any violation of, or non-compliance with, any Requirements of Law, which, in the case of  clauses (ii) through (iv) would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, and including, in the case of clauses (i) through (iv), a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;

(c)          any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Borrower or any Subsidiary of any Borrower and any Governmental Authority or any suspension or revocation of any Permits granted by a Governmental Authority to a Borrower or any Subsidiary of any Borrower that would reasonably be expected to result in Liabilities in excess of $1,000,000;

(d)          the commencement of, or any material development in, any litigation or proceeding affecting any Borrower or any Subsidiary of any Borrower (i) in which more than $1,000,000 of damages is claimed, (ii) in which injunctive or similar relief is sought and which would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any other Loan Document;

(e)         (i) the receipt by any Borrower or any Subsidiary of any written notice of violation of or potential liability or similar notice under Environmental Law which would be reasonably expected to result in a Material Adverse Effect, (ii) (A) unpermitted Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, which would reasonably be expected to result in Environmental Liabilities in excess of $1,000,000, and which in the case of clauses (A) or (B) above, either individually or  in the aggregate for all such clauses, would reasonably be expected to result in a Material Adverse Effect, (iii) the receipt by any Borrower or any Subsidiary of notification that any Property of any Borrower or any Subsidiary is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities (x) which would reasonably be expected to result in a Material Adverse Effect or (y) for the repayment of money ad which Lien is imposed on Real Property owned by the Borrower or any Subsidiary) and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in Environmental Liabilities that would have a Material Adverse Effect;

(f)          (i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA, or intent to terminate any Title IV Plan, a copy of such notice, except where such reportable event or termination of such Title IV Plan would not be reasonably expected to result in a Material Adverse Effect, (ii) promptly, and in any event within five (5) days, after any officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto, except to the extent where the occurrence of such ERISA Event would not reasonably be expected to result in a Material Adverse Effect;

(g)          any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to the Term Agent and the Term Lenders pursuant to this Agreement;

(h)          any material changes in accounting policies or financial reporting practices by any Borrower or any Subsidiary of any Borrower other than those changes promulgated by GAAP;

(i)          any labor controversy resulting in or, to the knowledge of any Borrower, threatening to result in, any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving any Borrower or any Subsidiary of any Borrower, except to the extent such strike, work stoppage, boycott, shutdown or other labor disruption would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;

(j)           the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Borrower of any Stock or Stock Equivalent;

(k)          as soon as practicable, and in any event within (x) ten (10) days after the issuance, filing or receipt thereof, (i) copies of any order or notice of the FCC, any Governmental Authority or a court of competent jurisdiction which designates any FCC License, or any application therefor, for a hearing or which refuses renewal or extension of, or revokes or suspends the authority of any Loan Party pursuant to any FCC License, or (ii) any citation, “Notice of Apparent Liability for Forfeiture”, “Notice of Violation” or “Order to Show Cause” issued by the FCC seeking revocation or the denial of renewal of any FCC License, in each case with respect to any Loan Party or (y) ten (10) days after a Responsible Officer of a Loan Party has actual knowledge with respect to Optioned Licenses with respect to the foregoing;

(l)         any suspension or interruption of regular broadcast operations by a main Station, or a failure by any such main Station to broadcast with its FCC-licensed facilities, which suspension, interruption or failure persists for three (3) consecutive days, or five (5) days in any twenty (20) consecutive day period, if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or

(m)         any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification.

Each notice pursuant to this Section 4.3 shall be in electronic form accompanied by a statement by a Responsible Officer of the Borrower Representative, on behalf of the Borrowers, setting forth details of the occurrence referred to therein, and stating what action the Borrowers or other Person proposes to take with respect thereto and at what time.  Each notice under Section 4.3(a) shall describe with reasonable particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated.

4.4          Preservation of Corporate Existence, Etc.  Each Borrower shall, and shall cause each of its Subsidiaries to:

(a)          preserve and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation, organization or formation, as applicable, except as permitted by Section 5.3;

(b)          preserve and maintain in full force and effect all rights, privileges, qualifications, Permits, licenses (including, without limitation, FCC Licenses), MVPD agreements, and franchises necessary in the normal conduct of its business except as permitted by Sections 5.2 and 5.3 or to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect;

(c)           preserve its business organization and preserve the goodwill and business of the customers, suppliers and others having material business relations with it in the Ordinary Course of Business;

(e)          conduct its business and affairs without infringement of or interference with any Intellectual Property of any other Person and shall comply with the terms of its IP Licenses material to its business, except where such failure to do so would not reasonably be expected to have a Material Adverse Effect.

4.5          Maintenance of Property.  Except as permitted in Section 5.2, each Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its Property which is material to be used in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof in the Ordinary Course of Business.

4.6         Insurance.  Each Borrower shall, and shall cause each of its Subsidiaries to, (a) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the Property and businesses of the Borrowers and such Subsidiaries as are customarily carried by businesses of the size and character of the business of the Borrowers and their Subsidiaries with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrowers) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Borrowers and acceptable to the Term Agent and (b) cause all such insurance relating to any Property or business of any Borrower to name the Term Agent as additional insured or lender’s loss payee as agent for the Term Lenders, as appropriate.  All policies of insurance on real and personal Property of the Borrowers will contain an endorsement, in form and substance reasonably acceptable to the Term Agent, showing loss payable to the Term Agent naming the Term Agent as lender’s loss payee as agent for the Term Lenders and extra expense and business interruption endorsements.  Such endorsement, or an independent instrument furnished to the Term Agent, will provide that the insurance companies will give the Term Agent at least thirty (30) days’ prior written notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of the Borrowers or any other Person shall affect the right of the Term Agent to recover under such policy or policies of insurance in case of loss or damage.  Each Borrower shall direct all present and future insurers under its “All Risk” policies of property insurance to pay all proceeds payable thereunder directly to the Term Agent; provided that each Borrower shall be permitted to replace, repair, restore or rebuild the Collateral subject to such Event of Loss in accordance with, and to the extent permitted under, Section 1.6(b).  If any insurance proceeds are paid by check, draft or other instrument payable to any Borrower and the Term Agent jointly, during an Event of Default, the Term Agent may endorse such Borrower’s name thereon and do such other things as the Term Agent may deem advisable to reduce the same to cash.  Notwithstanding the requirement in subsection (a) above, neither Federal Flood Insurance nor other flood insurance coverage shall be required for (x) Real Estate not located in a Special Flood Hazard Area or (y) Real Estate (I) that is not improved by any “buildings” (as defined under the National Flood Insurance Program), broadcasting towers or structures or other improvements or (II) with one or more “buildings” (as defined in the National Flood Insurance Program), broadcasting towers or structures or other improvements that is located in a Special Flood Hazard Area but in a community that does not participate in the National Flood Insurance Program. On or before the date that is thirty (30) days after the Closing Date (or such later date as the Term Agent may agree), the Borrowers shall provide to the Term Agent customary certificates and endorsements naming the Term Agent as an additional insured or lender’s loss payee, as the case may be, with respect to the insurance policies of the Borrowers in accordance with the requirements set forth above, in each case, in form and substance reasonably satisfactory to the Term Agent.

4.7         Performance of Obligations.  Each Borrower shall pay, and shall cause each of its Subsidiaries to, discharge and perform as the same shall become due and payable or required to be performed, the following obligations and liabilities (subject, in each case, to any applicable cure or grace period):

(a)         all material tax liabilities, assessments and governmental charges or levies upon it or its Property, unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the filing or enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person;

(b)         all lawful claims which, if unpaid, would by law become a Lien (other than a Permitted Lien) upon its Property unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person;

(c)         subject to Section 5.10, all Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $1,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise);

(d)          the performance of all obligations under (i) any Specified Agreement in all material respects, (ii) any Material Contract or (iii) any other Contractual Obligation to which such Borrower or Subsidiary is bound, or to which it or any of its Property is subject, except in the case of clauses (ii) and (iii) where the failure to perform under this Section 4.7(d) would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(e)        payments to the extent necessary to avoid the imposition of a Lien with respect to, or the involuntary termination of any underfunded Benefit Plan.

4.8          Compliance with Laws.  Each Borrower shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law of any Governmental Authority (including the Communications Act) having jurisdiction over it or its business, except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  Each Borrower shall, and shall cause each of its Subsidiaries to obtain and maintain in full force and effect, all licenses, permits, franchises and approvals (including all FCC Licenses) necessary to own, acquire or dispose (as applicable) of their respective Property, to conduct their respective business or to comply with construction, operating and reporting requirements of the FCC or any other Governmental Authority, except (other than in the case of Material FCC Licenses) where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(a)          Each Borrower shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Person.  Each Borrower shall, and shall cause each of its Subsidiaries to, during normal business hours and upon reasonable advance notice to the Borrower Representative (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Term Agent shall have access at any and all times during the continuance thereof), provide access to its properties, books and records to the Term Agent and its Related Persons and shall reasonably cooperate with the Term Agent and any of its Related Persons in connection with any review or analysis of any such Person’s business, financial condition, assets, the budget provided pursuant to Section 4.2(f) and results of operations.  Each Borrower hereby authorizes the Term Agent to discuss with such Borrower’s and its Subsidiaries’ officers and independent accountants such Person’s business, financial condition, assets, prospects, and results of operation (including, without limitation, in connection with the Term Agent’s review and analysis of compliance with financial covenants); provided, that so long as no Event of Default has occurred and is continuing, (x) the Borrower Representative shall be afforded a reasonable opportunity to be a party to any such conversations and (y) the Term Agent’s requests for information and discussions with particular personnel shall be processed through the chief financial officer of the Borrower Representative. Without limiting the generality of the foregoing, the Borrower Representative shall make a Responsible Officer of the Borrower Representative and the other Loan Parties available for a telephonic meeting (at such time as may be agreed between the Borrower Representative and the Term Agent) with the Term Agent and Term Lenders upon the reasonable request of the Term Agent or the Required Lenders, and in any event, not less than once during each Fiscal Quarter.

(b)          Each Borrower shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Term Agent shall have access at any and all times during the continuance thereof) (i) provide access to such property to the Term Agent and any of its Related Persons, as frequently as the Term Agent determines to be appropriate; and (ii) permit the Term Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Borrower’s books and records, and appraise and evaluate and make physical verifications of the Collateral in any manner and through any medium that the Term Agent considers advisable, in each instance, at the Borrowers’ expense.

(c)          Notwithstanding the foregoing or anything else contained in this Agreement, in any Fiscal Year, the Borrowers shall not be required to pay for more than (w) one (1) field examination with respect to the Loan Parties, (x) one (1) field examination with respect to the Estrella Entities, (y) two (2) Acceptable Appraisals in respect of FCC Licenses held by any Loan Party and (z) two (2) Acceptable Appraisals in respect of Optioned Licenses to determine Specified Option Value, unless an Event of Default has occurred and is continuing, in which case, such limitation shall not apply.

4.10          [Reserved.] 

4.11          Cash Management Systems.

(a)         The Borrowers shall, and shall cause each of their Subsidiaries to, maintain cash management systems reasonably satisfactory to the Term Agent and shall notify their accounts debtors to make payment of amounts due to the Loan Parties directly into a Control Account.  Other than with respect to the Control Account described in Section 2.1(u), each Borrower shall, no later than the date that is thirty (30) days after the Closing Date (or such later date as the Term Agent may determine in its sole discretion) enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “springing” cash dominion with respect to each Control Account (including, without limitation, all lockbox or similar arrangements) maintained by such Borrower.

(b)         Each Control Agreement shall provide, among other things, that (i) the depository, securities intermediary or commodities intermediary executing such agreement has no rights of setoff or recoupment or any other claim against such account, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment (except as the Term Agent may otherwise agree in writing), and (ii) subject to the Intercreditor Agreement, from and after the receipt of a notice (an “Activation Notice”) from the Term Agent (which Activation Notice may be furnished only during the continuance of an Event of Default), without any further action or consent by any Borrower, the applicable depository institution, securities intermediary and commodities intermediary shall comply solely with the instructions of the Term Agent with respect to the disposition and transfer of assets from the applicable account.  Each Borrower agrees that it will, and, after the occurrence and during the continuation of an Event of Default (but subject to the Intercreditor Agreement), will cooperate with the Term Agent in all respects with respect to the Term Agent’s direction of funds from Control Accounts.

(c)          The Borrowers may amend Schedule 3.22 to add or replace any deposit account or other account; provided, that with respect to any additional or replacement Control Account, securities account, or commodities account, except as the Term Agent may otherwise agree in writing, prior to the time of the opening of such account, the applicable Borrower and the applicable depository, securities intermediary or commodities intermediary shall have executed and delivered to the Term Agent a Control Agreement.

4.12          Landlord and Bailee Agreements.  Promptly upon request by the Term Agent, each Borrower shall (i) obtain a Landlord Waiver or bailee or mortgagee waivers, as applicable, from the lessor of each property leased from an Affiliate or use commercially reasonable efforts to obtain from lessor’s mortgagee, as applicable and (ii) use commercially reasonable efforts to obtain a Landlord Waiver or bailee or mortgagee waivers, as applicable, from the lessor (other than Affiliates) of each leased property, bailee in possession of any Collateral or mortgagee of any owned property with respect to each location where any Collateral is stored or located, which agreement shall be reasonably satisfactory in form and substance to the Term Agent; provided, that the Borrowers shall not be required to obtain Landlord Waivers or bailee or mortgagee waivers, as applicable, for locations (x) which hold Collateral with an aggregate value less than $500,000 or (y) where the Term Agent has received a collateral assignment from the applicable landlord in respect of such leased property.

4.13          Further Assurances.

(a)         Each Borrower shall ensure that all certificates, exhibits, reports and other written information furnished to the Term Agent or the Term Lenders do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made, and will promptly disclose to the Term Agent and the Term Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof.

(b)          Promptly upon request by the Term Agent, the Borrowers shall (and, subject to the limitations hereinafter set forth, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as the Term Agent may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) subject to the Liens created by any of the Collateral Documents any of the Property, rights or interests covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iv) better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document.  Without limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders, the Borrowers shall immediately notify the Term Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause such Person to (x) become a Borrower hereunder or a Guarantor and to cause each such Person to grant to the Term Agent, for the benefit of the Secured Parties, a security interest in, subject to the limitations hereinafter set forth, all of such Person’s Property and (y) deliver to the Term Agent (A) a joinder to this Agreement in the form of Exhibit D or a joinder to the Guaranty Agreement, (B) a Perfection Certificate Supplement with respect to such Person whether as a Borrower or as a Guarantor and (C) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the Term Agent, securing payment of all the Obligations of such new Loan Party under the Loan Documents, accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Term Agent and its counsel.  Furthermore, and except as otherwise approved in writing by the Required Lenders, each Loan Party shall pledge all of the Stock and Stock Equivalents of each of its direct and indirect Subsidiaries, in each instance, to the Term Agent, for the benefit of the Secured Parties, to secure the Obligations.  In connection with each pledge of Stock and Stock Equivalents, the Borrowers shall deliver, or cause to be delivered, to Term Agent, Stock certificates and irrevocable proxies and Stock powers and/or assignments, as applicable, duly executed in blank.  In the event any Borrower acquires any owned Real Estate with a fair market value in excess of $500,000, as reasonably estimated by Borrower, such Borrower shall (i) promptly notify the Term Agent of same, and (ii) at the request of the Term Agent, execute and/or deliver, or cause to be executed and/or delivered, to the Term Agent, a fully executed Mortgage with respect to such Real Estate and such other documentation and materials related thereto as the Term Agent may reasonably request in connection therewith to the extent required for the purpose of perfecting the Lien of its Mortgage thereon, which may include, if reasonably requested by the Term Agent, title insurance policies, surveys, customary opinions and environmental assessments.  Borrowers shall cause any such Mortgage to be recorded, at Borrower’s sole cost and expense, in the applicable local land records.  In addition, the Borrowers shall satisfy the Federal Flood Insurance requirements of Section 4.6.

(c)       Notwithstanding anything to the contrary contained herein, each Subsidiary of each Borrower that is an obligor for any Subordinated Indebtedness shall be a Borrower under the Loan Documents.

(d)       Notwithstanding the foregoing, until the Payment in Full (as defined in the Intercreditor Agreement) of the First Lien Obligations shall have occurred, any requirements under this Section 4.13 or under any other Loan Document to deliver any stock certificates to the extent certificated, instruments evidencing Indebtedness or other possessory Collateral to the First Lien Agent shall be deemed satisfied by the delivery of such Collateral to the First Lien Agent, as contemplated by the Intercreditor Agreement.

4.14        Environmental Matters.  Each Borrower shall comply, and shall cause each of its Subsidiaries to comply with, and maintain its Real Estate, whether owned, leased, or subleased by such Borrower or Subsidiary, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance) or that is required by orders and directives of any Governmental Authority pursuant to applicable Environmental Laws, in each case, except where the failure to comply would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.  Without limiting the foregoing, if an Event of Default is continuing, then each Borrower shall, promptly upon receipt of reasonable written request from the Term Agent, cause the performance of such environmental audits and assessments, solely to the extent necessary to determine violations of Environmental Law or Environmental Liabilities with respect to Hazardous Materials at the Real Estate that is owned by any Borrower or Subsidiary, including subsurface sampling of soil and groundwater if reasonably recommended by a reputable environmental consultant in order to make such determination, and cause preparation of such reports, in each case, as the Term Agent may from time to time reasonably request during the continuation of the Event of Default.  If Borrower shall fail to cause the performance of such audits and assessments within a reasonable period of time after receipt of such written request, then Borrower shall provide Term Agent and its Related Persons access (at reasonable times subject to reasonable prior written notice and the rights of any tenants under leases) to such Real Estate for the purpose of conducting such audits and assessments.  Such audits and assessments shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Term Agent and shall be in form and substance reasonably acceptable to the Term Agent.

4.15        Leases.  Each Borrower shall, and shall cause each Subsidiary to, make all payments and otherwise perform all obligations in respect of all leases of Real Estate and warehouse facilities where any material Collateral is located, keep such leases in full force and effect and not allow such leases to lapse or be terminated, notify the Term Agent of any default by any party with respect to such leases and cooperate with the Term Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, (i) for those amounts contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the Borrowers in accordance with GAAP, (ii) for any lease not related to a main Station or otherwise not material to the business of the Loan Parties, that is terminated at its stated termination date or is terminated prior to its stated termination date by mutual agreement between the lessor and the applicable Loan Party, in each case, so long as any material Collateral has been removed from such location, or (iii) to the extent the failure to do so would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

4.16         Senior Ranking.  The Indebtedness under any Subordinated Indebtedness Documents shall, and Borrowers shall take all necessary action to ensure that the Indebtedness thereunder shall, at all times, be subordinated in right of payment to the Obligations, subject to any terms and conditions that the Term Agent may agree to in its sole discretion in any Subordination Agreement.

4.17         Foreign Pension Plans and Benefit Plans.  None of the Borrowers or any of their Subsidiaries shall hereafter adopt, implement, or contribute to any Foreign Pension Plan or Foreign Benefit Plan without the Term Agent’s prior written consent.

4.18         FCC License Subsidiaries.  Each FCC License Holder shall be a Loan Party. All of the Stock and evidence of Indebtedness (including all agreements relating thereto) of an FCC License Holder owed to MediaCo or another Loan Party shall be pledged as Collateral to secure the Obligations.

Each Loan Party covenants and agrees that, so long as the Term Loan or any other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

5.1          Limitation on Liens.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, directly or indirectly, grant, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):

(a)           any Lien existing on the Property of a Borrower or a Subsidiary on the Closing Date and set forth in Schedule 5.1;

(b)           any Lien created under any Loan Document;

(c)           Liens securing the obligations under the First Lien Term Loan Agreement, subject to the Intercreditor Agreement;

(d)          Liens on fixed or capital assets acquired, constructed or improved by a Borrower or a Subsidiary; provided that (i) such Liens secure only Indebtedness permitted by Section 5.5(d), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not encumber any other Property of such Borrower or Subsidiary or any other Borrower or Subsidiary;

(e)           Liens on cash or Cash Equivalents posted to cash collateralize (x) letters of credit issued in the ordinary course of business pursuant to Section 5.5(l)(x) in an aggregate amount not to exceed 105% of the face amount of the letters of credit outstanding (any such cash collateral, the “LC Cash Collateral”) and (y) obligations with respect to Indebtedness incurred under Section 5.5(l)(y);

(f)           To the extent constituting Liens:

(x) non-exclusive licenses and sublicenses of Intellectual Property of a Loan Party or any of its Subsidiaries (in each case as the lessor) in the ordinary course of business (including with respect to terms regarding pricing, duration, and renewal and otherwise on terms and conditions customary for agreements of such nature) so long as each such individual licensing transaction is on terms substantially as favorable to a Loan Party or such Subsidiary as would be obtainable by such Loan Party or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate (but without giving effect to any other transactions with such licensee party to such transaction or any of such licensee’s Affiliates); and

(y) exclusive licenses and sublicenses of Intellectual Property of a Loan Party or any of its Subsidiaries (in each case as the lessor) in the ordinary course of business (including with respect to terms regarding pricing, cash consideration, exclusivity, duration, and renewal and otherwise on terms and conditions customary for agreements of such nature) or consistent with industry norms with a Person other than an Affiliate; provided that (A) such exclusivity is limited in scope by geography or field of use and (B) such license or arrangement does not (i) adversely interfere with the ordinary course of business of the Borrower or any of its Subsidiaries in any material respect or (ii) materially and adversely impact the value of the Collateral (taken as a whole) or the value of the security interest granted in the Loan Documents (taken as a whole); provided further, that exclusive perpetual or exclusive (for three years or longer, including any automatic extensions or extensions within the control of the counterparty) non-royalty bearing or perpetual non-royalty bearing (for clarity for purposes hereof, “non-royalty bearing” shall include licenses with only an upfront royalty payment or pursuant to which substantially all of the royalty payments are represented by an upfront royalty payment) licenses shall not be permitted pursuant to this clause (y).

(g)          in the case of Leases of Real Estate in place as of the date hereof, (i) any Lien to which the underlying fee or any other interest in the leased premises (or the land on which or the building in which the leased premises may be located) is subject, including rights of the landlord under the lease and all superior, underlying and ground leases and renewals, extensions, amendments or substitutions thereof, (ii) any statutory Lien in favor of landlords securing rental obligations under leases, and (iii) the terms of any Real Estate leases;

(h)          leases, licenses and sub-licenses of broadcast tower space, broadcast subchannel to the extent allowed by law, broadcast spectrum (except main station licenses and to the extent allowed by law), real estate or similar assets entered into in the Ordinary Course of Business that do not secure Indebtedness and which do not interfere in any material respect with the business of any Borrower or a Subsidiary of the Borrower;

(i)           Customary Permitted Encumbrances; and

(j)           Other Liens securing obligations in an amount not to exceed $240,000 at any time outstanding;

5.2          Disposition of Assets.  Without the prior written consent of the Term Agent, no Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, sell, lease, convey or otherwise dispose of (whether in one transaction or in a series of transactions) of any Property (including the Stock or Stock Equivalents of any Subsidiary of any Borrower, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), except:

(a)          Dispositions of Inventory, leases of broadcast subchannels, broadcast tower space and broadcast spectrum, excluding FCC Licenses, in the Ordinary Course of Business;

(b)          to the extent constituting Dispositions, licensing of Intellectual Property expressly permitted under Section 5.1(f);

(c)          Dispositions of worn-out, obsolete or surplus equipment, all in the Ordinary Course of Business;

(d)          Dispositions of Property by any Loan Party to another Loan Party;

(e)         Subject to Section 1.7, Dispositions of Property (other than FCC Licenses, material Intellectual Property or any Property or asset that is necessary to operate any Station not otherwise permitted under this Section 5.2) in an amount up to $2,400,000 in the aggregate in any Fiscal Year and no more than $6,000,000 in the aggregate during the term of this Agreement so long as no Event of Default then exists or would arise therefrom and the Borrowers are in compliance with the financial covenants set forth in Section 5.22, measured as of the last day of the Applicable Reference Period at such time (but with Liquidity measured as of the date of, and immediately after giving effect to, such Disposition) and determined on a pro forma basis as if such Disposition had occurred on the first day of such Applicable Reference Period;

(f)          Dispositions that constitute Investments permitted pursuant to Section 5.4; and

(g)          so long as applied in accordance with Section 1.7(b), Dispositions resulting from casualty or condemnation proceedings.

For the avoidance of doubt, in no event may an FCC License Holder Dispose of an FCC License (except where replaced by a renewed or modified main Station license for such station).

5.3          Consolidations and Mergers.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, merge or consolidate with or into any Person; dissolve or liquidate; or sell, lease, convey or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to or in favor of any Person (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”); except that, upon not less than five (5) Business Days’ prior written notice to the Term Agent, (i) any Loan Party (other than MediaCo) may merge or consolidate with or into another Loan Party and (ii) any Subsidiary that is not a Loan Party may merge or consolidate with or into another Subsidiary that is not a Loan Party; provided that for any merger or consolidation involving a Loan Party, a Loan Party shall be the surviving entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Term Agent shall have been completed.

5.4         Acquisitions; Loans and Investments.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to make, permit to remain outstanding, or hold any Investments, except:

(a)          Investments in cash and Cash Equivalents;

(b)          the Investments existing on the Closing Date and set forth in Schedule 5.4;

(c)          loans or advances to employees of the Borrowers permitted under Section 5.6(c);

(d)         Investments acquired in connection with the settlement of delinquent accounts receivable in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers;

(e)          Investments consisting of the redemption of Stock and Stock Equivalents of MediaCo permitted by Section 5.10(e);

(f)          the Estrella Acquisition;

(g)          Investments in Loan Parties;

(h)          non-cash Investments in connection with the Option Agreement; and

(i)          Other Investments not otherwise permitted by this Section 5.4, in an amount not to exceed $600,000 in the aggregate in any Fiscal Year.

5.5          Limitation on Indebtedness.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except for the following (“Permitted Indebtedness”):

(a)          the Obligations;

(b)          Indebtedness consisting of Contingent Obligations described in clause (j) of the definition of Indebtedness and permitted pursuant to Section 5.8;

(c)          Indebtedness existing on the Closing Date and set forth in Schedule 5.5;

(d)         Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 5.5(d) shall not exceed $240,000 at any time outstanding;

(e)          intercompany Indebtedness of any Loan Party to any other Loan Party; provided that any of the foregoing intercompany Indebtedness shall be pledged to the Term Agent pursuant to the Security Agreement to the extent required thereunder;

(f)          Indebtedness owed to any Person providing, or financing the provision of, workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the Ordinary Course of Business;

(g)        Indebtedness of the Loan Parties incurred under the First Lien Term Loan Agreement; provided that such Indebtedness (or any Permitted Refinancing thereof) (and all Liens, if any, securing such Indebtedness) shall at all times be subject to the Intercreditor Agreement (or replacement intercreditor agreement on terms reasonably acceptable to the Term Agent and Required Lenders) and such Indebtedness shall not be secured other than by assets that constitute Collateral and shall not be guaranteed by any Person that is not a Loan Party;

(h)          any other unsecured Indebtedness of any Subsidiary of MediaCo on terms and conditions satisfactory to the Term Agent, in an aggregate outstanding amount not to exceed $6,000,000;

(i)           to the extent constituting Indebtedness, obligations under the Preferred Stock Articles;

(j)          [Reserved];

(k)          [Reserved]; and

(l)          (x) Indebtedness or reimbursement obligations in respect of letters of credit in the ordinary course of business in an amount not to exceed $1,200,000 and (y) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”) in an amount not to exceed $120,000;

5.6          Employee Loans and Transactions with Affiliates.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of a Borrower or of any such Subsidiary, except:

(a)          as expressly permitted by this Agreement;

(b)          in the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Borrower or such Subsidiary upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of a Borrower or such Subsidiary;

(c)          loans or advances made by a Borrower or a Subsidiary to its directors, officers and employees on an arm’s-length basis in the Ordinary Course of Business for reasonable travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $240,000 in the aggregate at any time outstanding for all such loans and advances;

(d)          transactions between or among Loan Parties that are permitted hereunder;

(e)          intercompany Indebtedness permitted under Section 5.5(e);

(f)          Restricted Payments permitted by Section 5.10;

(g)          transactions permitted by Section 5.3 and Section 5.4;

(h)          transactions under and payments made pursuant to any of the Estrella Transaction Documents (in each case as in effect on the Closing Date, or as otherwise permitted to be amended in accordance with the Loan Documents); and

(i)           transactions existing on the Closing Date and set forth in Schedule 5.6.

5.7          Margin Stock; Use of Proceeds.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, use any portion of the Term Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of any Borrower or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirements of Law (including, but not limited to, Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions) or in violation of this Agreement.

5.8          Contingent Obligations.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Obligations and except for:

(a)          endorsements for collection or deposit in the Ordinary Course of Business;

(b)          guaranties of Indebtedness of any Borrower that is permitted by Section 5.5; provided that if such Indebtedness is subordinated to the Obligations, such guaranty shall be subordinated to the same extent;

(c)         Contingent Obligations of the Borrowers and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.8, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose more restrictive or adverse terms on the Borrowers, or their respective Subsidiaries as compared to the terms of the Contingent Obligation being renewed or extended and are not less favorable to the Term Agent and Term Lenders and

(d)          guaranties of Contingent Obligations of the Borrowers and their Subsidiaries permitted under this Agreement.

5.9          Compliance with ERISA.  No ERISA Affiliate shall cause or suffer to exist (a) any event that would reasonably be expected to result in the imposition of a Lien on any asset of a Borrower or a Subsidiary of a Borrower with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, result in Liabilities in excess of the Threshold Amount.

5.10        Restricted Payments.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding, (iii) pay any principal of, or any interest, fees, or other amounts payable in respect of, any Subordinated Indebtedness in cash, (iv) pay any management, consulting, advisory or similar fees to any of its equity holders or Affiliates or to any officer, director or employee of any of its equity holders or Affiliates, or (v) set aside funds for any of the foregoing (the items described in clauses (i) through (v) above are referred to as “Restricted Payments”); except that:

(a)          Any Loan Party or Subsidiary of a Loan Party may declare and make cash or non-cash dividends and other distributions to a Loan Party;

(b)          the Borrower Representative may repay the Emmis Subordinated Note as in effect on the date hereof in full in cash upon the maturity date thereof;

(c)          any person may make noncash repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or other securities convertible or exchangeable for Equity Interests (that are not Disqualified Equity Interests) if such Equity Interests represent the exercise, conversion or exchange price thereof;

(d)          MediaCo may declare and pay dividends with respect to its Equity Interests payable solely in Stock and Stock Equivalents (x) to the extent not constituting a Change in Control, (y) to the extent constituting Disqualified Equity Interests, solely in the form of preferred Stock in accordance with the Preferred Stock Articles or (z) to the extent contemplated by the Option Agreement;

(e)          [reserved];

(f)          MediaCo may redeem Stock or Stock Equivalents of MediaCo held by employees of the Borrowers and their Subsidiaries in connection with any management or employee option or Benefit Plan, in an aggregate amount not to exceed $3,600,000 in any Fiscal Year so long as no Event of Default has occurred and is continuing or would result therefrom and pro forma Liquidity after giving effect to such Restricted Payment is not less than $3,000,000;

(h)          any Borrower or Subsidiary may pay reasonable directors’ fees to its directors and reimburse such directors for their actual out-of-pocket expenses incurred in connection with attending board of director meetings in the Ordinary Course of Business;

(i)         any Borrower or Subsidiary may make cash payments to MediaCo (and MediaCo may pay to any direct or indirect parent company) to be used (i) for customary director indemnification payments to the directors of such Person, (ii) for financial, other reporting and similar customary administrative or overhead costs and expenses of such Person, and (iii) to permit MediaCo (or any direct or indirect parent company) to timely pay in the event such Borrower and/or Subsidiary files a consolidated, combined, unitary or similar type tax return with MediaCo (or any direct or indirect parent company), federal and state and local income Taxes then due and payable pursuant to those Tax Returns to the extent such Taxes are attributable to such Borrowers and its relevant Subsidiaries, provided that the amount of such payments under clause (iii) shall not, in the aggregate, be greater than the amount of such taxes that would have been due and payable by such Borrower and its relevant Subsidiaries in respect of the relevant tax year had such Borrower and its relevant Subsidiaries filed a consolidated, combined, unitary or similar type return with such Borrower as the consolidated parent (reduced by any such Taxes paid directly by any Borrower or Subsidiaries to the relevant taxing authority for such tax year); and

(j)          MediaCo may redeem Stock or Stock Equivalents of MediaCo held by any Alien (as defined in the Organizational Documents of MediaCo) to the extent required by, and in accordance with, the provisions of such Organizational Documents to ensure compliance with applicable FCC regulations relating to such holdings.

5.11        Change in Business.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by such Borrower such Subsidiary on the Closing Date, and businesses reasonably related or complementary thereto.  Furthermore, no Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, engage in any business or operations outside the United States without the prior written consent of the Term Agent.

5.12        Change in Structure; Foreign Subsidiaries.  Except as expressly permitted under Section 5.3, no Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, make any changes in its equity capital structure, issue any Stock or Stock Equivalents (other than with respect to a Borrower) or amend any of its Organization Documents, in each case, in any respect materially adverse to the Term Agent or the Term Lenders.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, create, form or acquire any Foreign Subsidiaries without the Term Agent’s prior written consent.

5.13       Changes in Accounting, Name or Jurisdiction of Organization.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required by GAAP, (ii) change the Fiscal Year or method for determining Fiscal Quarters or Fiscal Months of any Borrower or of any Consolidated Subsidiary of any Borrower, (iii) change its name as it appears in official filings in its jurisdiction of organization or (iv) change its jurisdiction of organization or type of organization, in the case of clauses (ii), (iii) and (iv), without at least ten (10) days’ prior written notice to the Term Agent; provided, that no such notice shall be required with respect to the planned change of MediaCo’s Fiscal Year effective on or prior to December 31, 2024.

5.14       Amendments to Certain Indebtedness Documents.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, amend or modify (a) any Subordinated Indebtedness Documents except as may otherwise be permitted under the applicable Subordination Agreement, (b) the Emmis Subordinated Note, (c) the First Lien Term Loan Agreement except as may otherwise be permitted under the Intercreditor Agreement, or (d) the Preferred Stock Articles, in each case, without the prior written consent of the Term Agent.

5.15        No Burdensome Agreements.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Borrower or Subsidiary to pay dividends or make any other distribution on any of such Borrower’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to any Borrower or any other Borrower, or to make loans or advances to any Borrower, or to transfer any of the Property of such Subsidiary to any Borrower, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquired; provided that the foregoing in this Section 5.15 shall not apply to restrictions and conditions (i) imposed by Requirements of Law, (ii) imposed by the Loan Documents, the First Lien Loan Documents or the Preferred Stock Articles, (iii) that are customary restrictions and conditions contained in agreements relating to the sale of assets or of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted by the terms of this Agreement, (iv) with respect to clause (b), imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) with respect to clause (b), that are customary provisions in leases restricting the assignment thereof.

5.16        OFAC; Patriot Act.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, fail to comply with the laws, regulations and executive orders referred to in Sections 3.27 and 3.28.

5.17        Sale-Leasebacks.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, engage in a sale leaseback, synthetic lease or similar transaction involving any of its assets.

5.18        Hazardous Materials.  No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, cause or suffer to exist any Release of any Hazardous Material at or from any Real Estate that would (a) violate any Environmental Law or (b) form the basis for any Environmental Liabilities, that in each case of (a) and (b) would have a Material Adverse Effect.

5.19       Guaranty Under Material Indebtedness Agreement.  No Subsidiary of any Borrower shall be or become a primary obligor or guarantor of the Indebtedness incurred pursuant to any Material Indebtedness Agreement unless such Subsidiary shall also be a Borrower under this Agreement prior to or concurrently therewith.

5.20        Limitations on Business Activities of any FCC License Holder.  No FCC License Holder may (a) engage in any material business activities other than (w) in connection with, incidental to, or in support of, the acquisition and use of such licenses or its role as licensee, (x) the holding of the FCC Licenses, (y) actions required to maintain such FCC Licenses in full force and effect, and (z) actions required to maintain its separate corporate, limited liability company, partnership or other legal existence or to perform its obligations under any of the Loan Documents (including the Option Agreement) (the “Permitted Activities”) or (b) incur Indebtedness owed to any party other than MediaCo or another Loan Party (other than Indebtedness owed to the FCC and incurred in connection with, incidental to, or in support of the Permitted Activities) or issue Stock, other than in favor of or to MediaCo or a Loan Party, in the case of (a) and (b) other than as required by applicable law, rule or regulation; provided that any FCC License Holder may guarantee any Indebtedness (including any Obligations) of MediaCo or its Subsidiaries permitted to be incurred hereunder; provided, however, that such guarantee, by its terms or by the terms of any agreement or instrument pursuant to which such guarantee is outstanding, is subordinated in right of payment to payment of the Obligations on terms and conditions satisfactory to the Term Agent.

5.21        [Reserved].

5.22        Financial Covenants.

(a)          Minimum Liquidity.  The Loan Parties shall not permit Liquidity, at any time, to be less than $1,200,000.

(b)          Minimum Borrowing Base. The Loan Parties shall not permit Eligible Accounts to represent less than $10,200,000 of the Borrowing Base as of any date of determination.

(i)           The Loan Parties shall not permit the Television Cash Flow for (x) the Fiscal Quarter ended June 30, 2024, (y) the two (2) Fiscal Quarter period ending September 30, 2024, or (z) three (3) Fiscal Quarter period ending December 31, 2024 to be less than $(7,200,000), in each case measured as of the last day of each Fiscal Quarter.

(ii)          Commencing with the Fiscal Quarter ending March 31, 2025, the Loan Parties shall not permit the Television Cashflow measured for the periods set forth below to be less than the amount set forth opposite thereto in the following table for any four (4) Fiscal Quarter period, in each case measured as of the last day of each Fiscal Quarter.

(d)          Audio Adjusted EBITDA.  The Loan Parties, shall not permit, as of the end of each Fiscal Quarter, Audio Adjusted EBITDA, measured for the periods set forth below, to be less than the amount set forth opposite thereto in the following table:

5.23          Cure Right. In the event that Loan Parties fail to comply with the financial covenants contained in Section 5.22(c) or (d) (a “Financial Covenant Default”), the Borrower Representative shall have the right to cure such Event of Default on the following terms and conditions (the “Equity Cure Right”):

(a)          Cure Notice.  In the event the Borrower Representative desires to cure a Financial Covenant Default, the Borrower Representative shall deliver to the Term Agent irrevocable written notice of its intent to cure (a “Cure Notice”) no later than one (1) Business Day after the date on which financial statements and a Compliance Certificate as of and for the period ending on the last day of the Fiscal Quarter as of which such Financial Covenant Default occurred (the “Testing Date”) are required to be delivered; provided, however, that in no event shall the Borrower Representative be permitted to exercise Equity Cure Rights hereunder (x) more than four (4) times during the term of this Agreement or (y) more than two (2) times during any four (4) consecutive Fiscal Quarters. For the avoidance of doubt, to the extent that the Borrower Representative exercises the Equity Cure Right, no Loan Party or Subsidiary thereof shall be permitted to incur any new Indebtedness, and/or to make any Restricted Payments pursuant to Sections 5.10(e) or (f) or Investments pursuant to Section 5.4(i) for the subsequent twelve (12) calendar months.

(c)          Cure. Upon timely receipt by Borrower Representative in cash of the Financial Covenant Cure Amount, the Financial Covenant Default (and any Default or Event of Default resulting solely therefrom) shall be deemed cured and shall no longer be deemed to exist.

(d)         Anti-Layering. Notwithstanding anything herein to the contrary, the Loan Parties shall not, directly or indirectly, incur any Indebtedness that is contractually subordinated or junior in right of payment to any other Indebtedness of such Person unless such Indebtedness is expressly subordinated in right of payment to the Loans hereunder to the extent and in the same manner as such Indebtedness is subordinated to other senior Indebtedness of such Person (it being understood and agreed that Indebtedness shall not be considered junior in right of payment solely because it is unsecured or secured by Liens junior in priority to the Liens securing the Loans).

6.1          Events of Default.

Any of the following shall constitute an “Event of Default”:

(a)         Non-Payment.  Any Borrower fails (i) to pay when and as required to be paid herein, any amount of principal of the Term Loan, including after maturity, or (ii) to pay within three (3) Business Days after the same shall become due, any interest on the Term Loan, any fee or any other amount payable hereunder or pursuant to any other Loan Document;

(b)         Representation or Warranty.  Any representation, warranty or certification by or on behalf of any Borrower or any of its Subsidiaries made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial statement or other statement by any such Person, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under any other Loan Document, shall prove to have been incorrect in any material respect when made (without duplication of other materiality qualifiers contained therein);

(c)          Specific Defaults.  Any Borrower fails to perform or observe any term, covenant or agreement contained in any of (i) Section 4.1, 4.2, 4.3(a), 4.3(l), 4.4(a) and (b) (with respect to any Loan Party), 4.6, 4.10, 4.11, 4.16, 4.18 or Article V or (ii) Section 4.9 and in the case of this clause (ii), such default shall continue unremedied for a period of five (5) Business Days;

(d)          Other Defaults.  Any Borrower or any Subsidiary of any Borrower fails to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of thirty (30) days;

(e)          Cross-Default.  (i) Any Borrower or any Subsidiary of any Borrower (i) fails to make any payment in respect of any Indebtedness (other than the Obligations but including the First Lien Term Loan Agreement and any applicable Subordinated Indebtedness) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any Indebtedness (other than the Obligations but including the First Lien Term Loan Agreement and any applicable Subordinated Indebtedness) if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or any obligor under such agreements fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under such agreements if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto); provided that with respect to the occurrence of any such default or event or other condition under the First Lien Loan Documents, such default or event or other condition shall only constitute a Default and an Event of Default under this Agreement if (A) such default relates to any failure to pay any First Lien Obligations on the Maturity Date (as defined in the First Lien Term Loan Agreement) or (B) such default or event or other condition has resulted in the principal amount of the First Lien Obligations having been declared due and payable prior to the stated maturity thereof in accordance with the terms of the First Lien Credit Agreement.

(f)          Bankruptcy Event.  A Bankruptcy Event shall have occurred with respect to any Borrower or any Subsidiary of any Borrower;

(g)          Specified Option Event.  The occurrence of a Specified Option Event under clause (a) of the definition thereof.

(h)          Monetary Judgments.  One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against any one or more of the Borrowers or any of their respective Subsidiaries involving in the aggregate a liability of more than the Threshold Amount (excluding amounts covered by insurance to the extent the relevant independent third party insurer has not denied coverage therefor), and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;

(i)          Non-Monetary Judgments.  One or more non-monetary judgments, orders or decrees shall be rendered against any one or more of the Borrowers or any of their respective Subsidiaries which has or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(j)          Collateral.  Any provision of any Loan Document (including, for the avoidance of doubt, the Option Agreement) shall for any reason cease to be valid and binding on or enforceable against any Borrower or any Subsidiary of any Borrower party thereto or any Borrower or any Subsidiary of any Borrower shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected and first-priority security interest (subject only to Permitted Liens and, as to priority, only to Permitted Liens under Section 5.1(a), (c) or (d) or that have priority under applicable law);

(k)          Ownership.  A Change in Control shall occur;

(l)          Invalidity of Loan Documents.  Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Borrower or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document or any Borrower denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document;

(m)         [Reserved];

(n)          Other Documents.  Any “default” or “event of default” or other material breach shall occur and be continuing under the Option Agreement or any Network Affiliation Agreement;

(o)          ERISA.  (i) An ERISA Event occurs with respect to a Benefit Plan or any Multiemployer Plan which has resulted or would reasonably be expected to result in liability of any Borrower under Title IV of ERISA to such Benefit Plan or Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount or which could reasonably likely result in a Material Adverse Effect, or (ii) a Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount or which could reasonably likely result in a Material Adverse Effect;

(p)          Material Contracts; (i) The loss, failure to keep in force, termination, suspension or revocation of, or forfeiture any of any Network Affiliation Agreement or the Option Agreement, unless, in the case of termination or loss of a Network Affiliation Agreement, such agreement is simultaneously replaced by an agreement of a type and on terms substantially similar to such agreement with the same Person (or another Person satisfactory to Term Agent in its Permitted Discretion) or except in accordance with the terms thereof following the exercise of the Option Agreement; (b) suffer any amendment or modification to any Network Affiliation Agreement or the Option Agreement if in any such case any such modification (individually or in the aggregate) could reasonably be expected to result in a Material Adverse Effect; or (c) lose, fail to keep in force, suffer the termination, suspension or revocation of, or terminate, forfeit, or suffer a material adverse amendment to any other Material Contract prior to its termination, unless (i) in the case of termination or loss of such Material Contract, such Material Contract is replaced by an agreement of a type and on terms substantially similar to such agreement with the same Person or an Affiliate thereof (or another Person satisfactory to Term Agent in its Permitted Discretion) within thirty (30) days of termination or loss, or (ii) such loss, termination, suspension, revocation, forfeiture or material adverse amendment could not reasonably be expected to result in a Material Adverse Effect;

(q)         FCC Licenses.  With respect to any Material FCC License, (i) the holder thereof shall lose, fail to keep in force, suffer the termination, suspension, materially adverse modification or revocation of, or terminate, or forfeit, any Material FCC License at any time held by it (other than any non-material auxiliary license); (ii) the holder thereof shall materially and adversely modify or amend any Material FCC License at any time held by it; (iii) any Governmental Authority shall commence a hearing on the renewal of any Material FCC License, and the result thereof is reasonably likely to be the termination, revocation, or suspension of such Material FCC License, and the same could reasonably be expected to result in a Material Adverse Effect; (iv) any Governmental Authority shall commence a hearing on the renewal of any Material FCC License, the result of which is reasonably likely to be the modification or amendment of such Material FCC License, and the same could reasonably be expected to result in a Material Adverse Effect; (v) any Governmental Authority shall commence an action or proceeding seeking the termination, suspension, or revocation of any Material FCC License, the result of which is reasonably likely to be the termination, suspension, non-renewal, or revocation of such Material FCC License, and the same could reasonably be expected to result in a Material Adverse Effect; or (vi) any Governmental Authority shall commence an action or proceeding seeking the modification of any Material FCC License, the result of which is reasonably likely to be the modification of such Material FCC License, and the same could reasonably be expected to result in a Material Adverse Effect; and

(r)           Sanctions.  Any Borrower or any Subsidiary of any Borrower becomes a Sanctions Target.

6.2          Remedies.  Subject to the Intercreditor Agreement:

(a)          Upon the occurrence and during the continuance of any Event of Default, Term Agent shall have the rights, options, duties and remedies of a secured party as permitted by, and in accordance with, applicable law and, in addition to and without limitation of the foregoing, Term Agent (but not any individual Term Lender) may, at its election, without notice of election and without demand, and at the direction of the Required Lenders shall, do any one or more of the following, all of which are authorized by the Loan Parties, in each case subject to the terms of the Intercreditor Agreement:

(i)         Bankruptcy Defaults. In the case of an Event of Default described in Section 6.1(f), automatically, the principal amount of the Term Loans then outstanding, together with the accrued interest thereon and all fees and other Obligations, and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall become due and payable, without the need for any request by or consent of the Required Lenders or presentment, demand, protest or other notice of any kind to the Borrower, all of which are hereby waived;

(ii)        Defaults Other Than Bankruptcy Defaults. Upon the occurrence of any Event of Default (other than an Event of Default described in Section 6.1(f)), and at any time thereafter during the continuance of such event, the Term Agent may (and at the direction of the Required Lenders, shall), by notice to the Borrower Representative, declare the Term Loans and other Obligations then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Term Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower.

(b)          Make such payments and do such acts as Term Agent considers necessary or reasonable to protect its security interest in the Collateral.  The Loan Parties agree to assemble the Collateral if Term Agent so requires, and to make the Collateral available to Term Agent as Term Agent may designate.  Each Loan Party authorizes Term Agent to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any Lien which in Term Agent’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith; with respect to any of Loan Parties’ owned premises, each Loan Party hereby grants Term Agent, subject to any rights of third parties, a license to enter into possession of such premises and to occupy the same, without charge in order to exercise any of Term Agent’s rights or remedies provided herein, at law, in equity, or otherwise;

(c)          Set off and apply to the Obligations any and all Indebtedness at any time owing to or for the credit or the account of Borrowers;

(d)          Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral;

(e)          Deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreement providing control of any Collateral:

(f)          Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including the Loan Parties’ premises) as Term Agent determines are commercially reasonable;

(g)          Term Agent may credit bid and purchase at any public sale; and

(h)          For the purpose of enabling the Term Agent to exercise rights and remedies under this Section 6.2 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as the Term Agent shall be lawfully entitled to exercise such rights and remedies, the Loan Parties hereby grant to the Term Agent, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Loan Party and access to all media in which any of the licensed items may be recorded or stored and to all software and programs used for the compilation or printout thereof (subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Loan Party to avoid the risk of invalidation of said Trademarks).

(i)           Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrowers

6.3          Rights Not Exclusive.  The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

7.1          Appointment and Duties.

(a)          Appointment of the Term Agent.  Each Term Lender hereby appoints HPS (together with any successor Term Agent pursuant to Section 7.9) as Term Agent hereunder and authorizes the Term Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Borrower, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Term Agent under such Loan Documents and (iii) exercise such powers as are incidental thereto.

(b)          Duties as Collateral and Disbursing Agent.  Without limiting the generality of clause (a) above, the Term Agent shall have the sole and exclusive right and authority (to the exclusion of the Term Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Term Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 6.1(f)), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to the Term Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 6.1(f) (but not to vote, consent or otherwise act on behalf of such Person), (iii) act as Term Agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Term Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise, (vii) release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction or occurrence permitted hereunder and (viii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Term Lender that has consented in writing to such amendment, consent or waiver if such consent is required pursuant to Section 8.1 hereof; provided, however, that the Term Agent hereby appoints, authorizes and directs each Term Lender to act as collateral sub-agent for the Term Agent and the Term Lenders for purposes of the perfection of Liens with respect to any deposit account maintained by a Borrower with, and cash and Cash Equivalents held by, such Term Lender, and may further authorize and direct the Term Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Term Agent, and each Term Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

7.2         Binding Effect.  Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (a) any action taken by the Term Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Term Lenders) in accordance with the provisions of the Loan Documents, (b) any action taken by the Term Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (c) the exercise by the Term Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are incidental thereto, shall be authorized and binding upon all of the Secured Parties.

7.3          Use of Discretion.

(a)       The Term Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Term Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Term Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that the Term Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Term Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law.

(b)          The Term Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or its Affiliates that is communicated to or obtained by the Term Agent or any of its Affiliates in any capacity.

(c)          Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrowers or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Term Agent in accordance with the Loan Documents for the benefit of all the Term Lenders; provided that the foregoing shall not prohibit (i) the Term Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Term Agent) hereunder and under the other Loan Documents, or (ii) any Term Lender from exercising setoff rights in accordance with Section 8.11; and provided, further, that if at any time there is no Person acting as the Term Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Term Agent pursuant to Section 6.2 and (B) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 8.11, any Term Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

7.5          Reliance and Liability.

(a)          The Term Agent may, without incurring any liability hereunder, (i) treat the payee of any Term Note as its holder until such Term Note has been assigned in accordance with Section 8.9, (ii) rely on the Register to the extent set forth in Section 1.4, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Borrower) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b)          None of the Term Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Secured Party, each Borrower and each other Borrower hereby waive and shall not assert (and each Borrower shall cause each other Borrower to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Term Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein.  Without limiting the foregoing, the Term Agent:

(i)          shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of the Term Agent, when acting on behalf of the Term Agent);

(ii)         shall not be responsible to any Term Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iii)        makes no warranty or representation, and shall not be responsible, to any Term Lender or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Borrower or any Related Person of any Borrower in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Borrower, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Term Lenders) omitted to be transmitted by the Term Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Term Agent in connection with the Loan Documents; and

(iv)         shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Borrower or any of its Subsidiaries or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower Representative or any Term Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case the Term Agent shall promptly give notice of such receipt to all Term Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Term Lender and each Borrower hereby waives and agrees not to assert (and each Borrower shall cause each other Borrower to waive and agree not to assert) any right, claim or cause of action it might have against the Term Agent based thereon.

(d)         Neither the Term Agent nor any of its Related Persons shall have any duties or obligations in connection with or as a result of any Term Lender receiving a copy of any Agent Report. Without limiting the generality of the forgoing, neither Term Agent nor any of its Related Persons shall have any responsibility for the accuracy or completeness of any Agent Report, or the appropriateness of any Agent Report for any Term Lender’s purposes, and shall have no duty or responsibility to correct or update any Agent Report or disclose to any Term Lender any other information not embodied in any Agent Report, including any supplemental information obtained after the date of any Agent Report.  Each Term Lender releases, and agrees that it will not assert, any claim against the Term Agent or its Related Persons that in any way relates to any Agent Report or arises out of any Term Lender having access to any Agent Report or any discussion of its contents, and agrees to indemnify and hold harmless the Term Agent and its Related Persons from all claims, liabilities and expenses relating to a breach by any Term Lender arising out of such Term Lender’s access to any Agent Report or any discussion of its contents.

7.6          Term Agent Individually.  The Term Agent and its Affiliates may make loans and other extensions of credit to acquire Stock and Stock Equivalents of, engage in any kind of business with, any Borrower or Affiliate thereof as though it were not acting as the Term Agent and may receive separate fees and other payments therefor.  To the extent the Term Agent or any of its Affiliates makes any portion of the Term Loan or otherwise becomes a Term Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Term Lender and the terms “Term Lender”, “Required Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, the Term Agent or such Affiliate, as the case may be, in its individual capacity as a Term Lender or as one of the Required Lenders.

7.7          Term Lender Credit Decision.

(a)         Each Term Lender acknowledges that it shall, independently and without reliance upon the Term Agent, any Term Lender or any of their Related Persons or upon any document (including any offering and disclosure materials in connection with the syndication of the Term Loan) solely or in part because such document was transmitted by the Term Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Borrower and their respective Subsidiaries and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate.  Except for documents expressly required by any Loan Document to be transmitted by the Term Agent to the Term Lenders, the Term Agent shall not have any duty or responsibility to provide any Term Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower that may come in to the possession of the Term Agent or any of its Related Persons.

(a)          Each Term Lender agrees to reimburse the Term Agent and each of its Related Persons (to the extent not reimbursed by any Borrower) promptly upon demand, severally and ratably, for any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes) that may be incurred by the Term Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Document.

(b)          Each Term Lender further agrees to indemnify the Term Agent and each of its Related Persons (to the extent not reimbursed by any Borrower), severally and ratably, from and against Liabilities (including, to the extent not indemnified pursuant to Section 7.8(c), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Term Lender) that may be imposed on, incurred by or asserted against the Term Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Term Agent or any of its Related Persons under or with respect to any of the foregoing.

(c)          To the extent required by any applicable law, the Term Agent may withhold from any payment to any Term Lender under a Loan Document an amount equal to any applicable withholding Tax.  If the IRS or any other Governmental Authority asserts a claim that the Term Agent did not properly withhold Tax from amounts paid to or for the account of any Term Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding Tax with respect to a particular type of payment, or because such Term Lender failed to notify the Term Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), or the Term Agent reasonably determines that it was required to withhold Taxes from a prior payment but failed to do so, such Term Lender shall promptly indemnify the Term Agent fully for all amounts paid, directly or indirectly, by the Term Agent as Tax or otherwise, including penalties and interest, and together with all expenses incurred by the Term Agent, including legal expenses, allocated internal costs and out-of-pocket expenses.  The Term Agent may offset against any payment to any Term Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Term Lender, but which was not so withheld, as well as any other amounts for which the Term Agent is entitled to indemnification from such Term Lender under this Section 7.8(c).

7.9          Resignation.

(a)          The Term Agent may resign at any time by delivering notice of such resignation to the Term Lenders and the Borrowers, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 7.9.  If the Term Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Term Agent.  If, after thirty (30) days after the date of the retiring Term Agent’s notice of resignation, no successor Term Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Term Agent may, on behalf of the Term Lenders, appoint a successor Term Agent from among the Term Lenders.  Each appointment under this clause (a) shall be subject to the prior consent of the Borrowers, which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default.  No Disqualified Lender may be appointed Term Agent.

(b)          Effective immediately upon its resignation, (i) the retiring Term Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Term Lenders shall assume and perform all of the duties of the Term Agent until a successor Term Agent shall have accepted a valid appointment hereunder, (iii) the retiring Term Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Term Agent was, or because such Term Agent had been, validly acting as the Term Agent under the Loan Documents and (iv) subject to its rights under Section 7.3, the retiring Term Agent shall take such action as may be reasonably necessary to assign to the successor Term Agent its rights as Term Agent under the Loan Documents.  Effective immediately upon its acceptance of a valid appointment as the Term Agent, a successor Term Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Term Agent under the Loan Documents.

7.10          Release of Collateral or Borrowers.  Each Term Lender hereby consents to the release and hereby directs the Term Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:

(a)          any Borrower from its Obligations if all of the Stock and Stock Equivalents of such Person are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and

(b)         any Lien held by the Term Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Borrower in a transaction permitted by the Loan Documents (including pursuant to a waiver or consent), and (ii) all of the Collateral and all Borrowers, upon (A) payment and satisfaction in full in immediately available funds of all of the Term Loan and all other Obligations, (B) deposit of cash collateral (or other arrangements reasonably acceptable to the Term Agent) with respect to all contingent Obligations, in amounts and on terms and conditions and with parties satisfactory to the Term Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent indemnification Obligations as to which no claim has been asserted) and (C) to the extent requested by the Term Agent, receipt by the Term Agent and the Secured Parties of liability releases from the Borrowers each in form and substance reasonably acceptable to the Term Agent.

8.1          Amendments and Waivers.

(a)          No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Term Agent, the Required Lenders (or by the Term Agent with the consent of the Required Lenders), and the Borrowers, and then such waiver shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Term Lenders directly affected thereby (or by the Term Agent with the consent of all the Term Lenders directly affected thereby), in addition to the Term Agent and the Required Lenders (or by the Term Agent with the consent of the Required Lenders) and the Borrowers, do any of the following:

(i)          postpone or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the Term Lenders (or any of them) hereunder or under any other Loan Document (for the avoidance of doubt, (x) the waiver of a Default or Event of Default or the waiver of the imposition of increased interest pursuant to Section 1.4(c) shall not constitute a reduction of interest for purposes hereof and (y) mandatory prepayments pursuant to Section 1.7(b) may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders);

(ii)          reduce the principal of, or the rate of interest specified herein or the amount of interest payable in cash specified herein on the Term Loan, or of any fees or other amounts payable hereunder or under any other Loan Document (for the avoidance of doubt, the waiver of a Default or Event of Default or the waiver of the imposition of increased interest pursuant to Section 1.4(c) shall not constitute a reduction of interest for purposes hereof);

(iii)        amend or modify Section 1.8 in any manner that would alter the order of treatment or the pro rata sharing of payments required thereby;

(iv)         amend this Section 8.1 or change (x) the term “Required Lenders” or (y) the percentage of Term Lenders which shall be required for the Term Lenders to take any action hereunder;

(v)          discharge the Borrowers from their payment Obligations under the Loan Documents, permit any assignment of such obligations, or release all or substantially all of the Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents;

(vi)         subordinate (x) all or substantially all of the Liens granted pursuant to the Loan Documents or (y) the Obligations, in each case other than as otherwise permitted hereunder;

(vii)        extend or increase any Term Lender’s any commitments to lend to Borrowers; or

(viii)      (x) release all or substantially all of the value of the Guaranty Agreement (provided that the Term Agent may, without the consent of any Term Lender, release any Guarantor (or all or substantially all of the assets of a Guarantor) that is sold or transferred (other than to any Loan Party) in compliance with Section 5.2 or Section 7.1(b)) or (y) release any Borrower from the Guaranty Agreement without the written consent of each Term Lender;

it being agreed that all Term Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (iv) through (viii).

(b)          No amendment, waiver or consent shall, unless in writing and signed by the Term Agent, in addition to the Required Lenders or all Term Lenders directly affected thereby, as the case may be (or by the Term Agent with the consent of the Required Lenders or all the Term Lenders directly affected thereby, as the case may be), affect the rights or duties of the Term Agent under this Agreement or any other Loan Document.

(c)          Notwithstanding anything to the contrary contained in this Section 8.1, (x) the Term Agent and the Borrowers may amend or modify this Agreement and any other Loan Document to (i) cure any ambiguity, omission, defect or inconsistency therein, or (ii) grant a new Lien for the benefit of the Secured Parties, extend an existing Lien over additional Property for the benefit of the Secured Parties or join additional Persons as Borrowers and (y) the Option Agreement may be amended with the consent of the Term Agent in its sole discretion.

8.2          Notices.

(a)         Addresses.  All notices and other communications required or expressly authorized to be made by this Agreement shall be given in writing, unless otherwise expressly specified herein, and (i) addressed to the address set forth on Schedule 8.2 hereof (as such address may be updated from time to time by providing written notice to the other parties hereto in accordance with this Section 8.2(a)), (ii) posted to any E-System approved by or set up by or at the direction of the Term Agent or (iii) addressed to such other address as shall be notified in writing (A) in the case of the Borrowers and the Term Agent, to the other parties hereto and (B) in the case of all other parties, to the Borrower Representative and the Term Agent.  Transmissions made by electronic mail to the Term Agent shall be effective only (x) for notices where such transmission is specifically authorized by this Agreement, (y) if such transmission is delivered in compliance with procedures of the Term Agent applicable at the time and previously communicated to the Borrower Representative, and (z) if receipt of such transmission is acknowledged by the Term Agent.

(b)       Effectiveness.  (i) All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (A) if delivered by hand, upon personal delivery, (B) if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, (C) if delivered by mail, three (3) Business Days after deposit in the mail, (D) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) above), upon sender’s receipt of confirmation of proper transmission, and (E) if delivered by posting to any E-System, on the later of the Business Day of such posting and the Business Day access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to the Term Agent pursuant to Article I shall be effective until received by the Term Agent.

(ii)         The posting, completion and/or submission by any Borrower of any communication pursuant to an E‑System shall constitute a representation and warranty by the Borrowers that any representation, warranty, certification or other similar statement required by the Loan Documents to be provided, given or made by a Borrower in connection with any such communication is true, correct and complete except as expressly noted in such communication or E-System.

(c)          Each Term Lender shall notify the Term Agent in writing of any changes in the address to which notices to such Term Lender should be directed, of addresses of its Lending Office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative information as the Term Agent shall reasonably request.

8.3          Electronic Transmissions.

(a)         Authorization.  Subject to the provisions of Section 8.2(a), each of the Term Agent, the Term Lenders, each Borrower and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein.  Each Borrower and each Secured Party hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(c)          Separate Agreements.  All uses of an E-System shall be governed by and subject to, in addition to Section 8.2 and this Section 8.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E‑System) and related Contractual Obligations executed by the Term Agent and Borrowers in connection with the use of such E-System.

(d)         LIMITATION OF LIABILITY.  ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”.  NONE OF THE TERM AGENT, ANY TERM LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN.  NO WARRANTY OF ANY KIND IS MADE BY THE TERM AGENT, ANY TERM LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E‑SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS.  Each of the Borrowers, each other Borrower executing this Agreement and each Secured Party agrees that the Term Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

8.5          Costs and Expenses.  Any action taken by any Borrower under or with respect to any Loan Document, even if required under any Loan Document or at the request of Term Agent or Required Lenders, shall be at the expense of such Borrower, and neither Term Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Borrower or any Subsidiary of any Borrower therefor except as expressly provided therein.  In addition, the Borrowers agree to pay or reimburse upon demand: (a) Term Agent for all reasonable and documented fees, disbursements, out-of-pocket costs and expenses (including reasonable travel expenses) incurred by it or any of its Related Persons in connection with the investigation, development, preparation, documentation, negotiation, syndication, execution, interpretation, monitoring or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation, monitoring and administration of any transaction contemplated herein or therein, in each case including Attorney Costs of Term Agent, background checks and similar expenses and, subject to any limitations contained in Section 4.9, the cost of environmental audits, field examinations, Collateral audits and appraisals, (b) Term Agent for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners), in each case, subject to any limitations contained in Section 4.9, (c) Term Agent and their respective Related Persons for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement, protection or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy (including, without limitation, any efforts to preserve, protect, collect, or enforce the Collateral) or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any Insolvency Proceeding) related to any Borrower, any Subsidiary of any Borrower, Loan Document, Obligation or related transaction (or the response to and preparation for any subpoena or request for document production relating thereto), including Attorney Costs of Term Agent, and (d) fees and disbursements of Attorney Costs of one (1) law firm on behalf of all Term Lenders (in addition to Attorney Costs for Term Agent) incurred in connection with any of the matters referred to in clause (c) above.

(a)          Each Borrower agrees to indemnify, hold harmless and defend Term Agent, each Term Lender and each of their respective Related Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of the Term Loan or any securities filing of, or with respect to, any Borrower, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Borrower or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including legal fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirements of Law or theory thereof, including common law, equity, contract, tort or otherwise relating to the transactions contemplated hereby or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that no Borrower shall have any liability under this Section 8.6 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted (x) from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Persons, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (y) from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s or its Related Persons’ obligations hereunder or under any other Loan Document, if any Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) from a claim not involving an act or omission of any Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the Term Agent in its capacity as such).  Furthermore, each of the Borrowers and each other Borrower executing this Agreement waives and agrees not to assert against any Indemnitee, and shall cause each other Borrower to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person other than to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Persons, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.  Without limiting the provisions of Section 9.1, this Section 8.6(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b)         Without limiting the foregoing and subject to the limitations of the foregoing, “Indemnified Matters” includes all Environmental Liabilities, including those arising from, or otherwise involving, any property of any Borrower or any of its Subsidiaries or any actual or alleged damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon, under, or migrating from such property or natural resource or any property contiguous to any property of any Borrower or any of its Subsidiaries, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Borrower or any Related Person of any Borrower or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by Term Agent or following Term Agent or any Term Lender having become the successor-in-interest to any Borrower or any Related Person of any Borrower and (ii) are not attributable to acts of Borrower or any of its Related Persons.

8.7          Marshaling; Payments Set Aside.  No Secured Party shall be under any obligation to marshal any Property in favor of any Borrower or any other Person or against or in payment of any Obligation.  To the extent that any Secured Party receives a payment from any Borrower, from any other Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

8.8          Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that any Assignment by any Term Lender shall be subject to the provisions of Section 8.9, and provided, further, that neither of the Borrowers nor any other Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Term Agent and each Term Lender.  Each Term Lender that becomes party hereto by Assignment agrees to promptly deliver to the Term Agent an Administrative Questionnaire in the form of Exhibit A.

8.9          Assignments and Participations; Binding Effect.

(a)          Binding Effect.  This Agreement shall become effective when it shall have been executed by the Borrowers and the Term Agent and when the Term Agent shall have been notified by each Term Lender that such Term Lender has executed it.  Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, the Borrowers (except for Article VII), the Term Agent, each Term Lender and their respective successors and permitted assigns.  Except as expressly provided in any Loan Document (including in Section 7.9 and Section 8.9), none of the Borrowers, any other Borrower, any Term Lender or the Term Agent shall have the right to assign any rights or obligations hereunder or any interest herein, and any assignment in contravention of the foregoing shall be null and void.

(b)          Right to Assign.  Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of the Term Loan owing to it) to (i) any existing Term Lender, (ii) any Affiliate or Approved Fund of any existing Term Lender or (iii) any other Person (that is not a natural Person) acceptable to the Term Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Representative (which acceptance shall not be unreasonably withheld and shall be deemed to have been given, other than with respect to a purported assignment to a Disqualified Lender, unless an objection is delivered to the Term Agent in writing within ten (10) Business Days after a notice of a proposed Sale is delivered to the Borrower Representative); provided, however, that (w) the aggregate commitment and/or outstanding principal amount (determined as of the Closing Date of the applicable Assignment) of the portion of the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest and fees accrued prior to and through the date of any such Sale may not be assigned.  Without limiting the foregoing, no Sale shall be made to (i) a Borrower or an Affiliate of a Borrower, (ii) a holder of Subordinated Indebtedness or an Affiliate of such a holder or (iii) a Disqualified Lender. Notwithstanding anything in this Section 8.9 to the contrary, any assignment or participation that would be prohibited by or violate the FCC’s Equity/Debt Plus Attribution Standard shall be prohibited.

(c)          Procedure.  The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Term Agent an Assignment via an electronic settlement system designated by the Term Agent (or, if previously agreed with the Term Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together with any existing Term Note subject to such Sale (or any affidavit of loss therefor acceptable to the Term Agent), any Tax forms required to be delivered pursuant to Section 9.1 and payment of an assignment fee in the amount of $3,500 to the Term Agent, unless waived or reduced by the Term Agent; provided, that (i) if a Sale by a Term Lender is made to an Affiliate or an Approved Fund of such assigning Term Lender, then no assignment fee shall be due in connection with such Sale, and (ii) if a Sale by a Term Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Term Lender, and concurrently to one or more Affiliates or Approved Funds of such assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale (unless waived or reduced by the Term Agent).  Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is made in accordance with clause (iii) of the first sentence of Section 8.9(b), upon the Term Agent (and the Borrower Representative, if applicable) consenting to such Assignment, from and after the Closing Date specified in such Assignment, the Term Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

(d)          Effectiveness.  Subject to the recording of an Assignment by the Term Agent in the Register pursuant to Section 1.4(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Term Lender, (ii) any applicable Term Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Term Lender’s rights and obligations under the Loan Documents, such Term Lender shall cease to be a party hereto).

(e)          Grant of Security Interests.  In addition to the other rights provided in this Section 8.9, each Term Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Term Loan), to (i) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Term Agent or (ii) any holder of, or trustee for the benefit of the holders of, such Term Lender’s Indebtedness or equity securities, by notice to the Term Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Term Lender hereunder and no such Term Lender shall be relieved of any of its obligations hereunder.

(f)           Participants and SPVs.  In addition to the other rights provided in this Section 8.9, each Term Lender may, (i) with notice to the Term Agent, grant to an SPV the option to make all or any part of the Term Loan that such Term Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of the Term Loan pursuant thereto shall satisfy the obligation of such Term Lender to make such Term Loan hereunder) and such SPV may assign to such Term Lender the right to receive payment with respect to any Obligation and (ii) without notice to or consent from the Term Agent or the Borrowers, sell participations to one or more Persons (other than any Disqualified Lender) in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loan); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (x) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make any portion of the Term Loan hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Term Lender hereunder, (y) such Term Lender’s rights and obligations, and the rights and obligations of the Borrowers and the Secured Parties towards such Term Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Term Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Article IX, but, with respect to Section 9.1, only to the extent such participant or SPV delivers the Tax forms such Term Lender is required to collect pursuant to Section 9.1(f) (which Tax forms will be delivered to the participating Term Lender) and then only to the extent of any amount to which such Term Lender would be entitled in the absence of any such grant or participation, except for any increase in such amount resulting from a change in law occurring after such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Term Lender with respect to the portion of the Term Loan funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Term Agent by such SPV and such Term Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (z) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Term Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Term Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (i) and (ii) of Section 8.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in clause (iv) of Section 8.1(a).  No party hereto shall institute (and the Borrowers shall cause each other Borrower not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Term Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to be reimbursed by such SPV for any such Liability).  The agreement in the preceding sentence shall survive the payment in full of the Obligations.  Each Term Lender that sells a participation or grants an option to an SPV pursuant to this Section 8.9(f) shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each such participant or SPV and the principal amounts (and stated interest) of each such participant’s or SPV’s interest in the Term Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Term Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any SPV or participant or any information relating to an SPV’s or participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Term Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation or option for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Term Agent (in its capacity as Term Agent) shall have no responsibility for maintaining a Participant Register.

8.10         Non-Public Information; Confidentiality.

(a)         Non-Public Information.  Term Agent and each Term Lender acknowledges and agrees that it may receive material non-public information (“MNPI”) hereunder concerning the Borrowers and their Affiliates and agrees to use such information in compliance with all relevant policies, procedures and applicable Requirements of Laws.

(b)          Confidential Information.  Each Term Lender and Term Agent agrees to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document, except that such information may be disclosed (i) with the Borrower Representative’s consent, (ii) to Related Persons, funding sources and investment committees of such Term Lender, or Term Agent, as the case may be, that are advised of the confidential nature of such information and are instructed to keep such information confidential in accordance with the terms hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 8.10 or (B) available to such Term Lender or Term Agent or any of their Related Persons, as the case may be, from a source (other than any Borrower) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements, (vi) (A) on a confidential basis to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that does not identify Borrowers, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants and to their respective Related Persons, in each case to the extent such assignees, investors, participants or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 8.10 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), in each case other than a Disqualified Lender, (viii) to any other party hereto, (ix) to any rating agency (provided that, prior to any such disclosure, such holder shall make the recipient of such Confidential Information aware of the confidential nature of the same), and (x) in connection with the exercise or enforcement of any right or remedy under any Loan Document, in connection with any litigation or other proceeding to which such Term Lender or Term Agent or any of their Related Persons is a party or bound, or to the extent necessary to respond to public statements or disclosures by Borrowers or their Related Persons referring to a Term Lender or Term Agent or any of their Related Persons.  In the event of any conflict between the terms of this Section 8.10 and those of any other Contractual Obligation entered into with any Borrower (whether or not a Loan Document), the terms of this Section 8.10 shall govern.

(c)          Tombstones.  Neither the Term Agent or any Term Lender may publish advertising material (including press releases) relating to the financing transactions contemplated by this Agreement using any Borrower’s name, product photographs, logo or trademark without the prior consent of the Borrower Representative.

(d)          Press Release and Related Matters.  No Borrower shall, and no Borrower shall permit any of its Affiliates to, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of securities of any Borrower) using the name, logo or otherwise referring to HPS or of any of its Affiliates, the Loan Documents or any transaction contemplated therein to which Term Agent is party without the prior consent of HPS except to the extent required to do so under applicable Requirements of Law and then, only after consulting with HPS; provided, that no such consultation shall be required with respect to required SEC disclosures.

(e)         Distribution of Materials to Term Lenders.  The Borrowers acknowledge and agree that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Term Agent, and made available, to the Term Lenders by posting such Borrower Materials on an E-System. The Borrowers authorize Term Agent to download copies of their logos from its website and post copies thereof on an E-System.

(f)          Material Non-Public Information.  The Borrowers hereby agree that if either they, any parent company or any Subsidiary of the Borrowers has publicly traded equity or debt securities in the U.S., they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing, and (ii) clearly and conspicuously mark such Borrower Materials that contain only information that is publicly available or that is not material for purposes of U.S. federal and state securities laws as “PUBLIC”. The Borrowers agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Term Agent and the Term Lenders shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of U.S. federal and state securities laws. The Borrowers further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Borrowers or Term Agent.  Before distribution of any Borrower Materials, the Borrowers agree to execute and deliver to Term Agent a letter authorizing distribution of the evaluation materials to prospective Term Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein.

8.11        Set-off; Sharing of Payments.

(a)          Right of Setoff.  Each of Term Agent, each Term Lender and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Borrower), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law and the Intercreditor Agreement, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by Term Agent, such Term Lender or any of their respective Affiliates to or for the credit or the account of any Borrower or any other Borrower against any Obligation of any Borrower now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured.  No Term Lender shall exercise any such right of setoff without the prior consent of Term Agent or Required Lenders. Each of Term Agent and each Term Lender agrees promptly to notify the Borrower Representative and Term Agent after any such setoff and application made by such Term Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application.  The rights under this Section 8.11 are in addition to any other rights and remedies (including other rights of setoff) that Term Agent, the Term Lenders, their Affiliates and the other Secured Parties, may have.

8.12        Counterparts; Facsimile Signature.  This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

8.13        Severability.  The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

8.14        Captions.  The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

8.15      Independence of Provisions.  The parties hereto acknowledge that this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative and must each be performed, except as expressly stated to the contrary in this Agreement.

8.16       Interpretation.  This Agreement is the result of negotiations among and has been reviewed by counsel to Borrowers, the Term Agent, each Term Lender and other parties hereto, and is the product of all parties hereto.  Accordingly, this Agreement and the other Loan Documents shall not be construed against the Term Lenders or the Term Agent merely because of the Term Agent’s or the Term Lenders’ involvement in the preparation of such documents and agreements.  Without limiting the generality of the foregoing, each of the parties hereto has had the advice of counsel with respect to Sections 8.18 and 8.19.

8.17       No Third Parties Benefited.  This Agreement is made and entered into for the sole protection and legal benefit of the Borrowers, the Term Lenders and the Term Agent, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.  Neither the Term Agent nor any Term Lender shall have any obligation to any Person not a party to this Agreement or the other Loan Documents.

8.18        Governing Law and Jurisdiction.

(a)          Governing Law.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) BUT WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b)         Submission to Jurisdiction.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY LOAN DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO EXECUTING THIS AGREEMENT HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF THE TERM AGENT TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT THE TERM AGENT DETERMINES THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO EXERCISE ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS.  THE PARTIES HERETO (AND, TO THE EXTENT SET FORTH IN ANY OTHER LOAN DOCUMENT, EACH OTHER BORROWER) HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTIONS.

(d)         Non-Exclusive Jurisdiction.  NOTHING CONTAINED IN THIS SECTION 8.18 SHALL AFFECT THE RIGHT OF THE TERM AGENT OR ANY TERM LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY BORROWER IN ANY OTHER JURISDICTION.

8.19       Waiver of Jury Trial.  THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY.  THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

8.20        Entire Agreement; Release; Survival.

(a)          THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY BORROWER AND ANY TERM LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE OR EFFECT.  IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN (UNLESS OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENT OR SUCH TERMS OF SUCH OTHER LOAN DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL GOVERN TO THE EXTENT NECESSARY TO COMPLY THEREWITH).

(b)          Execution of this Agreement by the Borrowers constitutes a full, complete and irrevocable release of any and all claims which each Borrower may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents.  In no event shall any party hereto be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings).  Each party hereto hereby waives, releases and agrees not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(c)          (i) Any indemnification or other protection provided to any Indemnitee pursuant to this Section 8.20, Sections 8.5 (Costs and Expenses) and 8.6 (Indemnity) and Article VII (Term Agent) and Article IX (Taxes and Yield Protection) and (ii) the provisions of Section 7.1 of the Security Agreement, in each case, shall (x) survive the payment in full of all Obligations and (y) with respect to clause (i) above, inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

8.21          Patriot Act.  Each Term Lender hereby notifies the Borrowers that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Term Lender to identify each Borrower in accordance with the Patriot Act.

8.22          Additional Waivers.

(a)         The Obligations are the joint and several obligations of each Borrower. To the fullest extent permitted by applicable law, the obligations of each Borrower shall not be affected by (i) the failure of any Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Borrower under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Term Agent or any other Secured Party.

(b)          The obligations of each Borrower shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Term Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

(c)          To the fullest extent permitted by applicable law, each Borrower waives any defense based on or arising out of any defense of any other Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, other than the indefeasible payment in full in cash of all the Obligations. The Term Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Borrower, or exercise any other right or remedy available to them against any other Borrower, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash.  Each Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Borrower against any other Borrower, as the case may be, or any security.

(d)          Upon payment by any Borrower of any Obligations, all rights of such Borrower against any other Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations.  In addition, any indebtedness of any Borrower now or hereafter held by any other Borrower is hereby subordinated in right of payment to the prior indefeasible payment in full of the Obligations, and, so long as an Event of Default has occurred and is continuing, no Borrower will demand, sue for or otherwise attempt to collect any such indebtedness.  If any amount shall erroneously be paid to any Borrower on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, so long as an Event of Default has occurred and is continuing, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Term Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents.  Subject to the foregoing, to the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting a portion of the Term Loan made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then any Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers.  As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

8.23        Creditor-Debtor Relationship.  The relationship between the Term Agent, and each Term Lender, on the one hand, and the Borrowers, on the other hand, is solely that of creditor and debtor.  No Secured Party has any fiduciary relationship or duty to any Borrower arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Borrowers by virtue of, any Loan Document or any transaction contemplated therein.

8.24        Actions in Concert.  Notwithstanding anything contained herein to the contrary, each Term Lender hereby agrees with each other Term Lender that no Term Lender shall take any action to protect or enforce its rights against any Borrower arising out of this Agreement or any other Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of the Term Agent or Required Lenders, it being the intent of the Term Lenders that any such action to protect or enforce rights under this Agreement and the other Loan Documents shall be taken in concert and at the direction or with the consent of the Term Agent or Required Lenders.

8.25       Agency of the Borrower Representative for Each Other Borrower.  Each Borrower irrevocably appoints the Borrower Representative as its agent for all purposes relevant to this Agreement, including the giving and receipt of notices and execution and delivery of all documents, instruments, and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification, or other action which might otherwise be valid or effective only if given or taken by all or any of the Borrowers or acting singly, shall be valid and effective if given or taken only by the Borrower Representative, whether or not any other Borrower joins therein, and the Term Agent and the Term Lenders shall have no duty or obligation to make further inquiry with respect to the authority of the Borrower Representative under this Section 8.25; provided that nothing in this Section 8.25 shall limit the effectiveness of, or the right of the Term Agent and the Term Lenders to rely upon, any notice, document, instrument, certificate, acknowledgment, consent, direction, certification or other action delivered by any Borrower pursuant to this Agreement.  The Borrower Representative agrees that the Term Agent, the Term Lenders and their Affiliates may have economic interests that conflict with those of the Borrower Representative, the other Borrowers, their respective Subsidiaries and their Affiliates, and none of the Term Agent, the Term Lenders or their Affiliates has any obligation to disclose any of such interests to the Borrower Representative, the other Borrowers or any of their respective Subsidiaries.

8.27        Erroneous Payments.

(a)         If the Term Agent (x) notifies a Term Lender, Secured Party, or any Person who has received funds on behalf of a Term Lender or Secured Party (any such Term Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Term Agent has determined in its reasonable discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Term Agent) received by such Payment Recipient from the Term Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Term Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Term Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 5 Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Term Agent pending its return or repayment as contemplated below in this Section 8.27 and held in trust for the benefit of the Term Agent, and such Term Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Term Agent may, in its sole discretion, specify in writing), return to the Term Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received). A notice of the Term Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)          Without limiting immediately preceding clause (a), each Term Lender, Secured Party or any Person who has received funds on behalf of a Term Lender or Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Term Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Term Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Term Agent (or any of its Affiliates), or (z) that such Term Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(ii)       such Term Lender or Secured Party shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Term Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Term Agent pursuant to this Section 8.27(b).

For the avoidance of doubt, the failure to deliver a notice to the Term Agent pursuant to this Section 8.27(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8.27(a) or on whether or not an Erroneous Payment has been made.

(c)          Each Term Lender or Secured Party hereby authorizes the Term Agent to set off, net and apply any and all amounts at any time owing to such Term Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Term Agent to such Term Lender or Secured Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Term Agent has demanded to be returned under immediately preceding clause (a).

(d)         (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Term Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Term Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Term Agent’s notice to such Term Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Term Lender shall be deemed to have assigned its Term Loans with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Term Agent may specify) (such assignment of the Term Loans of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Term Agent in such instance)), and is hereby (together with the Borrower Representative) deemed to execute and deliver an Assignment (or, to the extent applicable, an agreement incorporating an Assignment by reference pursuant to a platform such as ClearPar as to which the Term Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Term Lender shall deliver any Term Notes evidencing such Term Loans to the Borrowers or the Term Agent (but the failure of such Person to deliver any such Term Notes shall not affect the effectiveness of the foregoing assignment), (B) the Term Agent as the assignee Term Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Term Agent as the assignee Term Lender shall become a Term Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Term Lender shall cease to be a Term Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement which shall survive as to such assigning Term Lender, (D) the Term Agent and the Borrowers shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Term Agent will reflect in the Register its ownership interest in the Term Loans subject to the Erroneous Payment Deficiency Assignment.

(ii)         Subject to Section 8.9 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrowers or otherwise)), the Term Agent may, in its discretion, sell any Term Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Term Lender shall be reduced by the net proceeds of the sale of such Term Loan (or portion thereof), and the Term Agent shall retain all other rights, remedies and claims against such Term Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Term Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Term Agent on or with respect to any such Term Loans acquired from such Term Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Term Loans are then owned by the Term Agent) and (y) may, in the sole discretion of the Term Agent, be reduced by any amount specified by the Term Agent in writing to the applicable Term Lender from time to time.

(e)         The parties hereto agree that (x) irrespective of whether the Term Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Term Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Term Lender or Secured Party, to the rights and interests of such Term Lender or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Term Loans that have been assigned to the Term Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party; provided that this Section 8.27 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrowers relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Term Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Term Agent from the Borrowers for the purpose of making such Erroneous Payment.