First Amendment and Limited Consent to Credit Agreement dated as of September 10, 2024, between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and WhiteHawk Capital Partners LP as Term Agent

This 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”), WHITEHAWK CAPITAL PARTNERS LP a Delaware limited partnership (in its individual capacity, “WhiteHawk”), 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 (i) an initial term loan to be funded on the Closing Date in an amount up to $35,000,000 and (ii) delayed draw term loans in an aggregate amount up to $10,000,000 upon and subject to the terms and conditions set forth in this Agreement to (x) with respect to the Initial Term Loan (a) finance the Estrella Acquisition, and (b) fund certain fees and expenses as provided herein and the other Loan Documents and (y) with respect to the Delayed Draw Term Loans, for general corporate purposes and working capital; and

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);

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.

(a)          Term Loans.

(i)          Initial Term Loan. Subject to the terms and conditions of this Agreement including Section 2.1, each Term Lender agrees (severally, not jointly or jointly and severally) to make initial Term Loans on the Closing Date (the “Initial Term Loans”) to Borrower, in an aggregate principal amount not to exceed the amount of such Term Lender’s Initial Term Loan Commitment; provided, that after giving effect to the making of the Initial Term Loan, in no event shall the aggregate Initial Term Loans exceed the lesser of the Borrowing Base or the Initial Term Loan Commitments then in effect.  Each Term Lender’s Initial Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Initial Term Loan in an amount equal to the amount of such Term Lender’s Pro Rata Percentage of such Initial Term Loan.  Any principal amount of the Initial Term Loan which is repaid or prepaid may not be reborrowed.

(ii)          Delayed Draw Term Loans.  Subject to the terms and conditions of this Agreement, including Section 2.2, and in reliance upon the representations and warranties of the Borrowers contained herein, each Term Lender agrees (severally, not jointly or jointly and severally) to make additional Term Loans (the “Delayed Draw Term Loans” and such loans comprising the “DDTL Facility”) during the DDTL Availability Period to Borrowers, in an aggregate principal amount not to exceed the amount of such Term Lender’s then outstanding Delayed Draw Term Loan Commitment; provided, that after giving effect to the making of such Delayed Draw Term Loan, in no event shall the aggregate Term Loans outstanding exceed the Borrowing Base then in effect.  Each Term Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Delayed Draw Term Loan in an amount equal to the amount of such Term Lender’s Pro Rata Percentage of such Delayed Draw Term Loan.  Any principal amount of the Delayed Draw 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          Borrowing Procedures

(a)          Procedure for Borrowing Term Loans.

(i)          Initial Term Loan. Borrower Representative shall deliver to Term Agent a written request substantially in the form of Exhibit E (a “Notice of Borrowing”) executed by a Responsible Officer of the Borrower Representative no later than for each Notice of Borrowing requesting an Adjusted Term SOFR Rate Term Loan, 12:00 p.m. New York City time at least three (3) Business Days prior to the Closing Date (or such later date as Term Agent may agree), specifying (i) the principal amount of the proposed Initial Term Loan, which shall be in the amount of the lesser of (x) the aggregate Initial Term Loan Commitments and (y) the Borrowing Base, (ii) the initial Interest Period with respect thereto, and (iii) the Borrower(s) of the Initial Term Loan.  Term Agent and the Term Lenders may act without liability upon the basis of written notice believed by the Term Agent in good faith to be from any Borrower (or from any Responsible Officer thereof designated in writing purportedly from any Borrower to Term Agent).  Term Agent and each Term Lender shall be entitled to rely conclusively on any Responsible Officer’s authority to request an Initial Term Loan on behalf of any Borrower until Term Agent receives written notice to the contrary.  Term Agent and the Term Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or the use of the proceeds of such proposed Term Loan.

(ii)          Not more than five (5) times during the DDTL Availability Period, the Borrower may deliver to Term Agent a Notice of Borrowing executed by a Responsible Officer no later than 12:00 p.m. New York City time at least ten (10) Business Days prior to the proposed Delayed Draw Borrowing Date, or, in each case, such later date as Term Agent may agree, specifying (i) the principal amount of the proposed Delayed Draw Term Loan, which shall be requested in amounts no less than $1,000,0000 and a multiple thereof, but shall not exceed the remaining unfunded Delayed Draw Term Loan Commitment, (ii)  the initial Interest Period with respect thereto, (iii) the Borrower(s) of the Delayed Draw Term Loan, and (iv) the proposed Delayed Draw Borrowing Date; provided that Borrower Representative shall not request, and no Term Lender shall be required to fund more than two (2) Delayed Draw Term Loans per Fiscal Quarter.  Term Agent and the Term Lenders may act without liability upon the basis of written notice believed by the Term Agent in good faith to be from any Borrower (or from any Responsible Officer thereof designated in writing purportedly from any Borrower to Term Agent).  Term Agent and each Term Lender shall be entitled to rely conclusively on any Responsible Officer’s authority to request a Delayed Draw Term Loan on behalf of any Borrower until the Term Agent receives written notice to the contrary.  Term Agent and the Term Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or the use of the proceeds of such proposed Loan.

(b)        Notice of Borrowing Irrevocable.  Each Notice of Borrowing pursuant to this Section 1.2 shall be irrevocable and Borrower shall be bound to make a Borrowing in accordance therewith.

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)          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.

(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.  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 and, if such prepayment results in a MOIC Trigger Event, any related Exit Fee in accordance with Section 1.8.  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.  Together with each prepayment under this Section 1.6, if such prepayment results in a MOIC Trigger Event, the Borrowers shall pay any related Exit Fee.

1.7          Mandatory Repayments and Prepayments of the Term Loan.

(a)        Amortization. Beginning with the fiscal month ending first full month after 3rd 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 is 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 together with any Exit Fee plus (y) the aggregate amount of amortization payments made pursuant to Section 1.7(a) during such period. For the avoidance of doubt, any prepayments of the principal amount of the Term Loan pursuant to this Section 1.7(b) shall be accompanied by interest on the amount so repaid.

(c)          Mandatory Prepayments.  If at any time or from time to time:

(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; provided that, on and after the First Amendment Effective Date, notwithstanding anything to the contrary herein, the Borrowers shall not be required to make a mandatory prepayment on the Loans under this clause (v) in an amount received from the sale of the ATM Shares of MediaCo in connection with the ATM Offering not to exceed the Permitted Net Proceeds Retention Amount.

(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 1.9(c)(i) or Section 1.9(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 1.9(c)(i) or Section 1.9(c)(ii), as the case may be.  For the avoidance of doubt, any prepayments of the principal amount of the Term Loan pursuant to this Section 1.7(c) shall be subject to the Exit Fee (to the extent resulting in a MOIC Trigger Event) and shall be accompanied by interest on the amount so repaid.

(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 as set forth in Section 2.14(a) 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%.  For the avoidance of doubt, any prepayments of the principal amount of the Term Loan pursuant to this Section 1.7(d) shall be subject to the Exit Fee (to the extent such principal payment results in a MOIC Trigger Event) and shall be accompanied by interest on the amount so repaid.

(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.

1.8          Fees.

(a)          Fee Letter.  The BorrowersBorrower Representative shall pay to the Term Agent, for its own account or for the account of any other Person entitled thereto (as applicable), in Dollars, fees in the amounts and at the times specified in the Fee Letter.

(b)          Unused Line Fee.  The Borrower Representative shall pay to Term Agent, for the ratable account of the Delayed Draw Term Lenders, a fee (the “Unused Line Fee”) in an amount equal to 1.00% per annum times the Average Delayed Draw Availability during the immediately preceding month (or portion thereof), which Unused Line Fee shall be due and payable monthly in arrears on the first day of each month from and after the Closing Date up to the end of the DDTL Availability Period.

(c)          First Amendment DDTL Commitment Fee. Borrower Representative shall pay to the Term Agent, for the ratable account of the Term Lenders, the First Amendment DDTL Commitment Fee on or prior to the First Amendment Effective Date.

(cd)          Exit Fee.

(i)          To the extent any MOIC Trigger Event occurs prior to the date that is the eighteen (18) month anniversary of the Closing Date, the Borrower Representative shall pay to the Term Agent for the account of the Term Lenders a fee equal to an amount necessary to meet the Minimum MOIC Amount. To the extent any MOIC Trigger Event occurs on or after the eighteen (18) month anniversary of the Closing Date, the Borrower Representative shall pay to the Term Agent for the account of the Term Lenders a fee in an amount equal to $1,200,000 (the “MOIC Fee”, together with the Minimum MOIC Amount, the “Exit Fee”); provided that the MOIC Fee shall not be payable with respect to any MOIC Trigger Event that does not relate to the Initial Term Loans.

(ii)          Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that if the Term Loans and/or the related Obligations are accelerated for any reason, including because of default or the commencement of any Insolvency Proceeding or by operation of law or otherwise, the Exit Fee shall automatically be due and payable upon the occurrence of the events set forth in Sections 1.8(cd)(i) in accordance with the terms hereof as though such Indebtedness was voluntarily prepaid or repaid at such time and shall constitute part of the Obligations, whether due to acceleration pursuant to the terms of this Agreement (in which case it shall be due immediately, upon the giving of notice to the Borrower Representative in accordance with Section 6.2(b), or automatically, in accordance with Section 6.2(a), by operation of law or otherwise (including, without limitation, on account of any Bankruptcy Event or any other MOIC Trigger Event (including without limitation, a Bankruptcy Event occurring automatically upon any Borrower or any other Loan Party becoming insolvent within the meaning of 11 U.S.C. §101(32)), in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Term Lenders or profits lost by the Term Lenders as a result of such acceleration, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Term Lenders as a result thereof)). Any Exit Fee payable pursuant to the Loan Documents shall be presumed to be the liquidated damages sustained by each Term Lender as the result of the applicable MOIC Trigger Event and each Borrower agrees that the Exit Fee is reasonable under the circumstances currently existing.  All parties to this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the MOIC Trigger Event and that, in view of the difficulty in ascertaining the amount of such damages, the Exit Fee constitutes reasonable compensation and liquidated damages to compensate the Term Lenders on account thereof. In the event the Obligations are reinstated in connection with or following any applicable MOIC Trigger Event, it is understood and agreed that the Obligations shall include any Exit Fee payable in accordance with the Loan Documents. The Exit Fee shall also be payable in the event the Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other similar means. If the Exit Fee becomes due and payable pursuant to the Loan Documents and is not paid when due, the Exit Fee shall be deemed to be principal of the Term Loans and Obligations under the Loan Documents and interest shall accrue on the full principal amount of the Term Loans (including on the Exit Fee) from and after the applicable MOIC Trigger Event. In the event that any Exit Fee is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, despite such a triggering event having occurred, the Exit Fee shall nonetheless constitute Obligations under this Agreement and the Loan Documents for all purposes hereunder and thereunder. EACH BORROWER HEREBY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE EXIT FEE AND ANY DEFENSE TO PAYMENT, WHETHER SUCH DEFENSE MAY BE BASED IN PUBLIC POLICY, AMBIGUITY, OR OTHERWISE. Each Borrower, Term Agent and the Term Lenders acknowledge and agree that any Exit Fee due and payable in accordance with the Loan Documents does not and shall not be deemed to constitute unmatured interest, whether under Section 502(b)(2) of the Bankruptcy Code or otherwise. Each Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The parties have agreed on the Exit Fee because it captures the attractiveness of the Investment and the opportunity cost to each Lender for its capital Investment because each Lender is an investment fund with limited ability to recycle capital and the Exit Fee reflects the parties’ view on risk return. All parties to this Agreement agree (and each person that accepts or assumes an interest in the Term Loans or Obligations from time to time by their acceptance or assumption of such Term Loan or interest through an Assignment agrees) that the Exit Fee is not to be construed as part of a headline interest rate, but instead compensation specifically reflecting the Term Lenders’ agreement to forego receiving additional compensation, fees and pricing on the Closing Date in return for the Borrower Representative’s agreement (on behalf of itself and each other Borrower) to pay the Exit Fee and that the payment of such amounts reflect each Term Lender’s capital anticipated to be returned for the specific investment of the Term Lender’s capital after taking into account the relative risk of the investment and agreement to receive a cash payment of that portion of their compensation at a date later than the Closing Date. Each Borrower expressly acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate, and negotiate the Exit Fee and the calculations thereof with its advisors, and that (i) the Exit Fee are each reasonable and each is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) the Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Term Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Exit Fee, (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 1.8(cd), (v) the Borrower Representative’s (on behalf of itself and each other Borrower) agreement to pay the Exit Fee is a material inducement to the Term Lender’s agreement to fund the Term Loans, and (vi) the Exit Fee represent a good faith, reasonable estimate and calculation of the lost profits, losses or other damages of the Term Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Term Lenders or profits lost by the Term Lenders as a result of any such applicable MOIC Trigger Event.

1.9          Payments by the Borrowers.

(a)          The Borrower promises to repay to the Term Agent for the ratable account of the Term Lenders all amounts owed hereunder (including the MOIC Amount with respect to the Loans) 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 1.9(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 (including, without limitation, any Exit Fee), 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;

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, (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 (including, without limitation, any Exit Fee) 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.

1.10          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 Initial Term Loan.  The obligation of each Term Lender to make its portion of the Initial Term Loan on the Closing Date is subject to satisfaction or waiver of the following conditions in a manner reasonably satisfactory to the Term Agent:

(a)          The Borrower Representative shall deliver a Notice of Borrowing to Term Agent at least three (3) Business Days prior to the Closing Date, or such later date as the Term Agent may agree in its sole discretion.

(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)           the Fee Letter;

(iii)          the Intercreditor Agreement;

(iv)          the Collateral Documents (other than any Mortgages which shall be delivered in accordance with Section 4.19) (including, without limitation, any certificates evidencing any certificated Stock being pledged thereunder, together with undated Stock powers executed in blank, and all other Loan Documents, each duly executed by the applicable parties thereto);

(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 Second Lien Term Loan Agreement;

(c)          Payment Direction Letter; Funds Flow Memorandum; Etc.  The Term Agent shall have received a letter of direction from the Borrower Representative directing where the proceeds of the Initial Term Loan are to be made and attaching a funds-flow memorandum setting forth the sources and uses of such proceeds, which funds-flow memorandum shall be in form and substance reasonably satisfactory to the Term Agent (the “Funds Flow Memorandum”) and shall contain the details of how funds from each source are to be transferred to particular uses and the wire transfer instructions for the particular uses of such funds.  The Borrower Representative shall have identified, in writing, not later than five (5) Business Days (or such shorter period as may be agreed by the Term Agent) prior to the Closing Date, each Person (other than any Borrower) that will directly receive proceeds of the Initial Term Loan to be made on the Closing Date and the Term Agent shall have received such information required by the Term Agent or any Term Lender under its “know your customer” compliance procedures with respect to each such Person;

(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 (including, without limitation, the fees specified in the Fee Letter), 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);

(p)          No Default.  No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to the making of the Term Loan;

(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;

(y)          Beneficial Ownership Certification. With respect to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Term Agent shall have received at least three (3) Business Days prior to the Closing Date a Beneficial Ownership Certification in relation to such Borrower; and

(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.

2.2         Conditions Precedent to Delayed Draw Term Loans.  The obligation of the Term Lenders, who hold a Delayed Draw Term Loan Commitment, to make a Delayed Draw Term Loans (including any First Amendment Delayed Draw Term Loans) hereunder (or to extend any other credit hereunder) at any time during the DDTL Availability Period shall be subject to the following conditions precedent:

(a)          The Borrower Representative shall deliver a Notice of Borrowing to Term Agent at least ten (10) Business Days (or such shorter period as may be agreed by the Term Agent) prior to the proposed Delayed Draw Borrowing Date;

(b)          As of such Delayed Draw Borrowing Date, the Term Agent shall receive an Officer’s Certificate in the form of Exhibit K-2 signed by Responsible Officer of the Borrower Representative (on behalf of itself and each other Borrower) certifying that each of the conditions specified in this Section 2.2 have been satisfied as follows:

(i)          the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of such Delayed Draw Borrowing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date and the Secured Parties shall not have become aware of any material adverse new or inconsistent information or other matter that was not previously disclosed to the Secured Parties;

(ii)           Borrowers and their Subsidiaries are in compliance with the financial covenants set forth in Section 5.22 on a pro forma basis.

(iii)          both before and immediately after giving effect to the making of such Delayed Draw Term Loans, no event shall have occurred and be continuing or would result from the consummation of the applicable Delayed Draw Term Loan that would constitute a Default or Event of Default;

(iv)          with respect to any Borrowing of First Amendment Delayed Draw Term Loans, the SG Guaranty Agreement is in full force and effect and, before and after giving effect to such Borrowing of Delayed Draw Term Loans there is no Default or Event of Default thereunder;

(v)          with respect to any Borrowing of First Amendment Delayed Draw Term Loans, the Borrowers shall have delivered to the Term Agent and Term Lenders not later than the date that is two (2) Business Days prior to the date on which the initial Borrowing of First Amendment Delayed Draw Term Loans is to occur (or such later date as may be agreed by the Term Agent in its sole discretion), 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);

(vi)          with respect to any Borrowing of First Amendment Delayed Draw Term Loans, not later than the date that is two (2) Business Days prior to the date on which the initial Borrowing of First Amendment Delayed Draw Term Loans is to occur (or such later date as may be agreed by the Term Agent in its sole discretion), the Term Agent shall have received a written opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, in its capacity as counsel for the SG Guarantor, and addressed to the Term Agent and the Lenders, in form and in substance reasonably satisfactory to the Term Agent;

(ivvii)          After giving effect to the making of such Delayed Draw Term Loans, the Borrowing Base Ratio shall be no less than 100%; and

(vviii)          No event shall have occurred, and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect; and

(c)          (i) All fees required to be paid to the Term Agent and Term Lenders pursuant to Section 1.8 or the Fee Letter on or before the date of execution and delivery of this Agreement or as the context may require, such Borrowing, shall have been paid and (ii) all other reasonable and documented fees and expenses required to be paid to the Term Lenders or the Term Agent (including all reasonable and documented out-of- pocket expenses of the Term Agent and the Term Lenders (including the reasonable fees, charges and disbursements of counsel to the Secured Parties) required to be paid or reimbursed by the Loan Parties in accordance with and subject to the limitations set forth in Section 8.5) on or before or substantially concurrently with the applicable fees shall have been paid (or the Term Agent shall have received evidence in form and substance satisfactory to it that such fees will be paid substantially concurrently with the extension of credit).

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, (b) those obtained or made on or prior to the Closing Date or the applicable Delayed Draw Borrowing Date and (c) FCC filings in connection with the exercise of the Option Agreement or any use of remedies 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, would 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          Use of Proceeds; 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.  The Funds Flow Memorandum contains a description of the Borrowers’ sources and uses of funds on the Closing Date and each Delayed Draw Borrowing Date, and details how funds from each source are to be transferred to particular uses.

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 and each Delayed Draw Borrowing 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 Initial 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.  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.

3.20       Jurisdiction of Organization; Chief Executive Office.  Schedule 3.20 lists each Borrower’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Borrower’s chief executive office or sole place of business.

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, 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 first-priority Lien (subject only to Permitted Liens and, as to priority, only to Permitted Liens under Section 5.1(d) 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.

3.34          FCC Regulatory Fees.  All FCC regulatory fees assessed with respect to the FCC Licenses have been timely and accurately paid, except where the failure to do so would not 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 the 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 and 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;

(d)          unless otherwise agreed in writing by the Term Agent and the Required Lenders, preserve or renew all Intellectual Property, except where in the good faith determination of Borrower, such Intellectual Property is uneconomical or not material to its business; and

(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.

4.9          Inspection of Property and Books and Records; Field Exams; Appraisals.

(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      Use of Proceeds.  The Borrowers shall use the proceeds of the Initial Term Loan solely to fund the purchase price, fees and expenses associated with the consummation of the transactions contemplated hereby to occur on the Closing Date and shall use the proceeds of each Delayed Draw Term Loan for general working capital purposes. Additionally, Borrowers shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (A) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of sanctions pursuant to any Anti-Terrorism Laws, (B) in any other manner that would result in a violation of sanctions under any Anti-Terrorism Laws by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise), or (C) in any manner which would violate Anti-Corruption Laws or applicable Sanctions.

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(v), 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) 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, 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.

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.

4.19        Post-Closing Obligations.  Each Borrower shall, and shall cause its Subsidiaries to, deliver to the Term Agent all documents and/or information in the time periods set forth on Schedule 4.18 (or such later date as may be agreed by the Term Agent which may be by e-mail).