Exhibit 10.1


 





EXECUTION COPY


 





 






 






 





 


CREDIT AGREEMENT


 


dated as of


 


August 18, 2015


 


among


 


SAGA COMMUNICATIONS, INC.,


 


The Lenders Party Hereto


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


THE HUNTINGTON NATIONAL BANK,


as Syndication Agent


 


CITIZENS BANK, NATIONAL ASSOCIATION,


as Documentation Agent


  


 






 


J.P. MORGAN SECURITIES LLC,


as Sole Bookrunner and Sole Lead Arranger


 





 






 






 




     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I. Definitions	1
	SECTION 1.01. Defined Terms	1
	SECTION 1.02. Classification of Loans and Borrowings	27
	SECTION 1.03. Terms Generally	27
	SECTION 1.04. Accounting Terms; GAAP	28
	SECTION 1.05. Pro Forma Adjustments for Acquisitions and Dispositions	28
	SECTION 1.06. Status of Obligations	28
	ARTICLE II. The Credits	29
	SECTION 2.01. Revolving Commitments	29
	SECTION 2.02. Loans and Borrowings	29
	SECTION 2.03. Requests for Borrowings	30
	SECTION 2.04. Swingline Loans	30
	SECTION 2.05. Letters of Credit	32
	SECTION 2.06. Funding of Borrowings	36
	SECTION 2.07. Interest Elections	37
	SECTION 2.08. Termination and Reduction of Revolving Commitments; Increase in Revolving Commitments	38
	SECTION 2.09. Repayment and Amortization of Loans; Evidence of Debt	39
	SECTION 2.10. Prepayment of Loans	40
	SECTION 2.11. Fees	41
	SECTION 2.12. Interest	41
	SECTION 2.13. Alternate Rate of Interest	42
	SECTION 2.14. Increased Costs	43
	SECTION 2.15. Break Funding Payments	44
	SECTION 2.16. Taxes	44
	SECTION 2.17. Payments Generally; Allocation of Proceeds; Sharing of Set-offs	47
	SECTION 2.18. Mitigation Obligations; Replacement of Lenders	50
	SECTION 2.19. Defaulting Lenders	50
	SECTION 2.20. Returned Payments	52
	SECTION 2.21. Banking Services and Swap Agreements	52
	ARTICLE III. Representations and Warranties	53
	SECTION 3.01. Existence Qualification and Power	53
	SECTION 3.02. Authorization; No-Contravention	53
	SECTION 3.03. Governmental Authorization; Other Consents	53
	SECTION 3.04. Binding Effect	53
	SECTION 3.05. Financial Statements; No Material Adverse Effect	54
	SECTION 3.06. Litigation	54
	SECTION 3.07. No Default	54
	SECTION 3.08. Ownership of Property; Liens; Investments	55
	SECTION 3.09. Environmental Compliance	55
	SECTION 3.10. Insurance	55
	SECTION 3.11. Taxes	56
	SECTION 3.12. ERISA Compliance	56
	SECTION 3.13. Subsidiaries; Equity Interests; Loan Parties	56
	SECTION 3.14. Margin Regulations; Investment Company Act	56


 




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	SECTION 3.15. Disclosure	57
	SECTION 3.16. Compliance with Laws	57
	SECTION 3.17. Broadcasting Business	57
	SECTION 3.18. Solvency	58
	SECTION 3.19. Casualty, Etc.	58
	SECTION 3.20. Common Enterprise	58
	SECTION 3.21. Anti-Corruption Laws and Sanctions	58
	SECTION 3.22. Operating Entities	59
	ARTICLE IV. Conditions	59
	SECTION 4.01. Effective Date	59
	SECTION 4.02. Each Credit Event	61
	ARTICLE V. Affirmative Covenants	62
	SECTION 5.01. Financial Statements	62
	SECTION 5.02. Certificates; Other Information	63
	SECTION 5.03. Notices	64
	SECTION 5.04. Payment of Obligations	65
	SECTION 5.05. Preservation of Existence, Etc.	65
	SECTION 5.06. Maintenance of Properties	65
	SECTION 5.07. Maintenance of Insurance	65
	SECTION 5.08. Compliance with Laws	66
	SECTION 5.09. Books and Records	66
	SECTION 5.10. Inspection Rights	66
	SECTION 5.11. Use of Proceeds	66
	SECTION 5.12. Covenant to Guarantee Obligations and Give Security	66
	SECTION 5.13. Compliance with Environmental Laws	67
	SECTION 5.14. Further Assurances	67
	SECTION 5.15. Compliance with Terms of Leaseholds	68
	SECTION 5.16. Reserved	68
	SECTION 5.17. Material Contracts	68
	SECTION 5.18. Treasury Management	68
	SECTION 5.19. Additional Subsidiaries	68
	ARTICLE VI. Negative Covenants	69
	SECTION 6.01. Liens	69
	SECTION 6.02. Indebtedness	70
	SECTION 6.03. Investments	71
	SECTION 6.04. Fundamental Changes	72
	SECTION 6.05. Disposition	72
	SECTION 6.06. Restricted Payments	73
	SECTION 6.07.Change in Nature of Business	74
	SECTION 6.08. Transactions with Affiliates	74
	SECTION 6.09. Burdensome Agreements	74
	SECTION 6.10. Use of Proceeds	74
	SECTION 6.11. Financial Covenants	74
	SECTION 6.12. Amendments of Organization Documents	74
	SECTION 6.13. Accounting Changes	74
	SECTION 6.14. Prepayments, Etc. of Indebtedness	75
	SECTION 6.15. Amendment, Etc.	75
	SECTION 6.16. Local Marketing Agreements and Time Brokerage Agreements	75
	SECTION 6.17. Amendment, Etc.	75
	ARTICLE VII. Events of Default	75
	ARTICLE VIII. The Administrative Agent	78


 




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	SECTION 8.01. Appointment	78
	SECTION 8.02. Rights as a Lender	78
	SECTION 8.03. Duties and Obligations	78
	SECTION 8.04. Reliance	79
	SECTION 8.05. Actions through Sub-Agents	79
	SECTION 8.06. Resignation	79
	SECTION 8.07. Non-Reliance	80
	SECTION 8.08. Other Agency Titles	81
	SECTION 8.09. Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	81
	ARTICLE IX. Miscellaneous	81
	SECTION 9.01. Notices	81
	SECTION 9.02. Waivers; Amendments	83
	SECTION 9.03. Expenses; Indemnity; Damage Waiver	85
	SECTION 9.04. Successors and Assigns	87
	SECTION 9.05. Survival	90
	SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution	91
	SECTION 9.07. Severability	91
	SECTION 9.08. Right of Setoff	91
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	91
	SECTION 9.10. WAIVER OF JURY TRIAL	92
	SECTION 9.11. Headings	92
	SECTION 9.12. Confidentiality	93
	SECTION 9.13. Several Obligations; Nonreliance; Violation of Law	93
	SECTION 9.14. USA PATRIOT Act	93
	SECTION 9.15. Disclosure	93
	SECTION 9.16. Appointment for Perfection	93
	SECTION 9.17. Interest Rate Limitation	94
	SECTION 9.18. Marketing Consent	94
	SECTION 9.19. FCC Compliance	94
	ARTICLE X. Loan Guaranty	95
	SECTION 10.01. Guaranty	95
	SECTION 10.02. Guaranty of Payment	95
	SECTION 10.03. No Discharge or Diminishment of Loan Guaranty	95
	SECTION 10.04. Defenses Waived	96
	SECTION 10.05. Rights of Subrogation	96
	SECTION 10.06. Reinstatement; Stay of Acceleration	96
	SECTION 10.07. Information	96
	SECTION 10.08. Termination	97
	SECTION 10.09. Taxes	97
	SECTION 10.10. Maximum Liability	97
	SECTION 10.11. Contribution	97
	SECTION 10.12. Liability Cumulative	98
	SECTION 10.13. Keepwell	98


 




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SCHEDULES:


 


Commitment Schedule


Schedule 3.03 – Governmental Authorizations; Other Consents


Schedule 3.05 – Financial Statements; No Material Adverse
Effect


Schedule 3.08(b) – Liens


Schedule 3.08(c) – Owned Properties


Schedule 3.08(d)(i) – Leased Properties as Lessee


Schedule 3.08(d)(ii) – Leased Properties as Lessor


Schedule 3.08(e) – Investments


Schedule 3.13 - Subsidiaries; Equity Interests; Loan Parties


Schedule 3.17 – Broadcasting Business


Schedule 6.02 - Indebtedness


Schedule 6.09 – Burdensome Agreements


Schedule 6.16 – Local Marketing Agreements and Time Brokerage
Agreements


 


EXHIBITS:


 


Exhibit A – Assignment and Assumption


Exhibit B-1 – U.S. Tax
Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit B-2 – U.S. Tax
Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Exhibit B-3 – U.S. Tax
Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit B-4 – U.S. Tax
Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


Exhibit C – Compliance
Certificate


Exhibit D – Joinder Agreement


 




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CREDIT AGREEMENT dated
as of August 18, 2015 (as it may be amended or modified from time to time, this “Agreement”), among SAGA COMMUNICATIONS,
INC., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative
Agent.


 


The parties hereto agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01. Defined Terms. As used
in this Agreement, the following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing
interest at a rate determined by reference to the Alternate Base Rate.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of any Person, business or division of a Person, (b) the acquisition of in excess of
50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary or (c) a merger or consolidation
or any other combination with another Person.


 


“Adjusted
Consolidated EBITDA” means for any period, the sum of Consolidated EBITDA for such period plus, to the extent
a Permitted Acquisition has been consummated during such period, the Pro Forma EBITDA attributable to such Permitted Acquisition
(but only that portion of Pro Forma EBITDA attributable to the portion of such period that occurred prior to the date of the consummation
of such Permitted Acquisition).


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, an interest
rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the specified Person.


 


“Agency Site”
means the Electronic System established by the Administrative Agent to administer this Agreement.


 


“Aggregate
Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time (with the Swingline
Exposure of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding
at such time).


 




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“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%, and (c) the Adjusted LIBO Rate for a
one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided
that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject
to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an
alternate rate of interest pursuant to Section 2.13 hereof, then the Alternate Base Rate shall be the greater of clause (a) and
(b) above and shall be determined without reference to clause (c) above.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates
from time to time concerning or relating to bribery or corruption.


 


“Applicable
Percentage” means, at any time with respect to any Lender, a percentage equal to a fraction the numerator of which is
such Lender’s Revolving Commitment at such time and the denominator of which is the aggregate Revolving Commitments at such
time (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based
upon such Lender’s share of the Aggregate Revolving Exposure at such time); provided that, in accordance with Section
2.19, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Revolving Commitment shall be disregarded
in the calculations above.


 


“Applicable
Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum (expressed in basis points) set forth below under the caption “Commitment Fee
Rate”, “Applicable Rate - ABR Loans”, or “Applicable Rate - Eurocurrency Loans and Letters of Credit”
or as the case may be, based upon the Consolidated Net Leverage Ratio as of the most recent determination date:


 


	Level	 	Consolidated Net

Leverage Ratio	 	Commitment Fee Rate	 	Applicable Rate – ABR

Loans	 	Applicable Rate –

Eurocurrency

Loans and Letters of

Credit
	I	 	< 1.00:1.0	 	20.0 bps	 	0.0 bps	 	100.0 bps
	 	 	 	 	 	 	 	 	 
	II	 	
        ≥ 1.00:1.0

        but

        < 1.50:1.0
	 	20.0 bps	 	25.0 bps	 	125.0 bps
	 	 	 	 	 	 	 	 	 
	III	 	
        ≥ 1.50:1.0

        but

        < 2.25:1.0
	 	25.0 bps	 	50.0 bps	 	150.0 bps
	 	 	 	 	 	 	 	 	 
	IV	 	
        ≥ 2.25:1.0

        but

        < 3.00:1.0
	 	25.0 bps	 	75.0 bps	 	175.0 bps
	 	 	 	 	 	 	 	 	 
	V	 	≥ 3.00:1.0	 	30.0 bps	 	100.0 bps	 	200.0 bps


 




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For purposes of the foregoing, (a) the
Applicable Rate shall be determined as of the end of each fiscal quarter of the Company, based upon the Company’s quarterly
financial statements for the first three fiscal quarters of each fiscal year and the audited year-end financial statements for
the last fiscal quarter delivered pursuant to Section 5.01, commencing with the fiscal quarter ending September 30, 2015,
and (b) each change in the Applicable Rate, if any, shall be effective five Business Days after the Administrative Agent is scheduled
to receive the applicable financial statements. If the Company fails to deliver the financials to the Administrative Agent at the
time required, after giving effect to any applicable cure period, then the Applicable Margin shall be Level V until five days after
such financials are so delivered. The Applicable Rate shall be set at Level I at the Effective Date and the Applicable Rate shall
be re-determined for the first time based on the financial statements for the fiscal quarter ending September 30, 2015.


 


If at any time the Administrative Agent
determines that the financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement,
fraud or otherwise), the Borrowers shall be required to retroactively pay any additional amount that the Borrowers would have been
required to pay if such financial statements had been accurate at the time they were delivered.


 


“Approved
Fund” has the meaning assigned to the term in Section 9.04(b).


 


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect
of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or
other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt
of such Person.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended
December 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows
for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.


 


“Auxiliary
License” means any governmental approval or authorization issued to the Borrower or any Subsidiary by the FCC or acquired
or otherwise transferred to the Borrower or any Subsidiary, which is authorized under Title 47 CFR §§74.101 et
seq. as secondary services which includes Experimental Broadcast Stations, Remote Pickup Broadcast Stations, Aural Broadcast
Auxiliary Stations, Television Broadcast Auxiliary Stations, Low Power TV, TV Translator, and TV Booster Stations, Low Power Auxiliary
Stations, Instructional Television Fixed Service, FM Broadcast Translator Stations and FM Broadcast Booster Stations, as such terms
are defined in the Communications Act.


 


“Availability”
means, at any time, an amount equal to (a) the aggregate Revolving Commitments minus (b) the Aggregate Revolving
Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage
of all outstanding Borrowings).


 




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“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Revolving Credit Maturity
Date and the date of termination of the Revolving Commitments.


 


“Banking Services”
means each and any of the following bank services provided to any Loan Party or any Subsidiary by any Lender or any of its Affiliates:
(a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing
cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation,
controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts
and interstate depository network services).


 


“Banking Services
Obligations” means any and all obligations of the Loan Parties or its Subsidiaries, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor) in connection with Banking Services.


 


“Bankruptcy
Event” means, with respect to any Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person
charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest
results in or provides such Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments
or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made by such Person.


 


“Beneficial
Owner” means, with respect to any U.S. federal withholding Tax, the beneficial owner, for U.S. federal income tax purposes,
to whom such Tax relates.


 


“Board”
means the Board of Governors of the Federal Reserve System of the U.S.


 


“Borrower”
means Saga Communications, Inc., a Delaware corporation.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect, and (b) a Swingline Loan.


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.


 


“Broadcasting
Station” means all related licenses (including FCC Licenses), franchises and permits issued under federal, state or local
laws from time to time which authorize a Person to receive or distribute, or both, over the airwaves, audio and/or visual, radio
or microwave signals within a geographic area for the purpose of providing commercial television or radio programming, together
with all property owned or used in connection therewith, and all interest of such Person to receive revenues therefrom.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for general business in London.


 




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“Capital
Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition
of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).
For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing
equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which
such purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or
the amount of such insurance proceeds, as the case may be.


 


“Capitalized
Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.


 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear
of all Liens (other than Liens created under the Collateral Documents):


 


(a)          readily
marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality
thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit
of the United States of America is pledged in support thereof;


 


(b)          time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender
or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal
banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the
District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper
rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each
case with maturities of not more than 90 days from the date of acquisition thereof;


 


(c)          commercial
paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1”
(or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each
case with maturities of not more than 180 days from the date of acquisition thereof; and


 


(d)          Investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating
obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character,
quality and maturity described in clauses (a), (b) and (c) of this definition.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.


 


“CERCLIS”
means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental
Protection Agency.


 


“CFC”
means a Person that is a controlled foreign corporation under Section 957 of the Code.


 




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“Change of Control” means
an event or series of events by which:


 


(a)          any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding
any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time (such right, an “option right”)), directly or indirectly, other than Permitted Holders of 35% or
more of the voting power of the combined Class A Common Stock and Class B Common Stock of the Borrower, voting together
in the election of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into
account all such securities that such “person” or “group” has the right to acquire pursuant to any option
right); or


 


(b)          during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first
day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals
referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved
by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at
least a majority of that board or equivalent governing body.


 


“Change
in Law” means the occurrence
after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this
Agreement) of any of the following: (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority
or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender
or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided
that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation
thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted, issued or implemented.


 


“Charges”
has the meaning assigned to such term in Section 9.17.


 


“Christian”
means Edward K. Christian.


 


“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans or Swingline Loans, and (b) any Lender, refers to whether such Lender has a Loan or Revolving Commitment of a particular
Class.


 


“Class A
Common Stock” shall have the meaning given such term in the Borrower’s Organization Documents as in effect on the
date hereof.


 




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“Class B
Common Stock” shall have the meaning given such term in the Borrower’s Organization Documents as in effect on the
date hereof.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property
of any Loan Party, now existing or hereafter acquired, that may at any time be, become or intended to be, subject to a security
interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure
the Secured Obligations.


 


“Collateral
Access Agreement” has the meaning assigned to such term in the Security Agreement.


 


“Collateral
Documents” means, collectively, the Security Agreement, the Security Agreement Supplements, the IP Security Agreement,
the IP Security Agreement Supplements, and any other agreements, instruments and documents executed in connection with this Agreement
that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other
security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements,
pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other
written matter whether theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative Agent, in each
case as amended, supplemented or otherwise modified from time to time.


 


“Commitment
Schedule” means the Schedule attached hereto identified as such.


 


“Commodity Exchange Act”
means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


“Communications” has
the meaning assigned to such term in Section 9.01(d).


 


“Communications
Act” means the Federal Communications Act of 1934, as amended, and the resolutions, regulations, rules, policies and
orders promulgated or issued thereunder.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consolidated
EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries
on a consolidated basis for the most recently completed Measurement Period plus (a) the following to the extent deducted
in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for Federal, state,
local and foreign income taxes payable, (iii) depreciation and amortization expense, (iv) other non-recurring expenses reducing
such Consolidated Net Income which do not represent a cash item in such period or any future period (in each case of or by the
Borrower and its Subsidiaries for such Measurement Period), (v) all costs, fees and expenses (including fees of counsel) paid
by the Borrower or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the related Loan
Documents, not to exceed $500,000 in the aggregate, and (vi) the aggregate amount of any non-cash charges of the Borrower
during such period (1) arising from the issuance or vesting of any stock options, restricted stock, restricted stock units
and performance awards granted by Borrower to its employees or directors and (2) arising from any impairment charges minus
(b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign
income tax credits, (ii) all non-cash items increasing Consolidated Net Income (in each case of or by the Borrower and its
Subsidiaries for such Measurement Period), (iii) the aggregate amount of all cash television programming payments made by
the Borrower and its Subsidiaries during such period; and (iv) the aggregate amount of any cash payments made by the Borrower
during such period relating to any non-cash charges described in clauses (a)(iv) and (a)(vi) immediately preceding.


 




    	7 



     

    

  


“Consolidated
Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) Adjusted Consolidated EBITDA,
divided by the sum of (b) (i) the aggregate amount of all cash Capital Expenditures (other than any such Capital Expenditures
made with the proceeds of Indebtedness permitted under Section 6.02(c) and other than Capital Expenditures made in a Permitted
Acquisition), (ii) Consolidated Interest Charges, (iii) the aggregate principal amount of all regularly scheduled principal
payments or redemptions or similar acquisitions for value of outstanding debt for borrowed money, but excluding any such payments
to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 6.02,
(iv) the aggregate amount of all Restricted Payments, other than those permitted under the proviso of Section 6.06(d)
when the Consolidated Net Leverage Ratio is less than 2.50:1.00 as provided therein, and (v) the aggregate amount of Federal, state,
local and foreign income taxes paid in cash, in each case, of or by the Borrower and its Subsidiaries for the most recently completed
Measurement Period; minus the amount of federal and state income tax refunds received by the Borrower and its Subsidiaries
during such period. The Consolidated Interest Charges under section (ii) of this definition will be calculated on a trailing four
quarter basis using the amount of actual Consolidated Interest Charges for periods prior to the Effective Date used in any Measurement
Period.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated
basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money
(including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments,
(b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect
of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business),
(e) all Attributable Indebtedness, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the
types specified in clauses (a) through (e) above of Persons other than the Borrower or any Subsidiary, and (g) all
Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or
joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.


 


“Consolidated
Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount,
fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the
deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest
paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that
is treated as interest in accordance with GAAP, in each case, of or by the Borrower and its Subsidiaries on a consolidated basis
for the most recently completed Measurement Period.


 




    	8 



     

    

  


“Consolidated
Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated
basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary
gains and extraordinary losses for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period
to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted
by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during
such Measurement Period, except that the Borrower’s equity in any net loss of any such Subsidiary for such Measurement Period
shall be included in determining Consolidated Net Income, (c) any net gain or loss arising from the sale of capital assets,
(d) any net gain or loss arising from any write-up or write-down of assets, (e) any interest or other non-operating income
of the Borrower or any Subsidiary, (f) the effect of all barter transactions for such period, (g) proceeds from any Swap
Agreement, (h) any restoration to income of any contingency reserve, except to the extent that provision for such reserve
was made out of income accrued during such Measurement Period; and (i) any net gain arising from the acquisition of any securities,
or the extinguishment under GAAP, of any Indebtedness of such Person.


 


“Consolidated
Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness minus
the aggregate amount of Unrestricted Cash in excess of $10,000,000 as of such date, to (b) Adjusted Consolidated EBITDA of
Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Credit Party”
means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


“Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to
(i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii)
pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such
Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination
that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied,
(b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend
or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates
that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified
and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other
agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting
in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations
(and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of
Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative
Agent, or (d) has become the subject of a Bankruptcy Event.


 




    	9 



     

    

  


“Disposition”
or “Dispose” means the sale, transfer, exclusive license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing),
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith but excluding any sub-lease of any real property of which the Borrower or any of its Subsidiaries
is the lessee.


 


“Disqualified
Equity Interest” means any Equity Interest of any Person that, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder
thereof, in whole or in part.


 


“Document”
has the meaning assigned to such term in the Security Agreement.


 


“Dollars”
or “dollars” or “$” refers to lawful money of the U.S.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.


 


“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with
Section 9.02).


 


“Electronic Signature”
means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person
with the intent to sign, authenticate or accept such contract or record.


 


“Electronic
System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and
any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent
and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes
or other security system.


 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.


 




    	10 



     

    

  


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated
as a single employer under Section 414 of the Code.


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of
Default” has the meaning assigned to such term in Article VII.


 


“Excluded
Assets” means all leased and owned real property and all motor vehicles and all Excluded Collateral, as defined in the
Security Agreement.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure
for any reason to constitute an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes
or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing
more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which
such Guarantee or security interest is or becomes illegal.


 




    	11 



     

    

  


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Revolving
Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit
or Revolving Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18(b)) or (ii) such Lender
changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes
were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan,
Letter of Credit or Revolving Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable
to such Recipient’s failure to comply with Section 2.16(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.


 


“FCC”
means the United States Federal Communications Commission or any agency succeeding to the functions thereof.


 


“FCC License”
means any governmental approval or authorization issued to the Borrower or any Subsidiary by the FCC or acquired or otherwise transferred
to the Borrower or any Subsidiary, pursuant to the Communications Act but excluding any non-material Auxiliary License, non-material
Secondary Station License, any non-material Satellite Earth Station License (as such term is defined in the Communications Act)
and any non-material Relocation Weather Radar License (as such term is defined in the Communication Act).


 


“FCC Order”
means an Initial FCC Order or a Final FCC Order as the context may require.


 


“Federal Funds
Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected
by it; provided, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 




    	12 



     

    

  


“Final FCC
Order” means, with respect to any assignment or transfer of FCC Licenses, Auxiliary Licenses and Secondary Station Licenses,
an Initial FCC Order which shall not have been reversed, stayed, enjoined, annulled or suspended and the time for filing an appeal,
petition for certiorari or other request for administrative or judicial relief, or for instituting administrative review of such
order sua sponte, has expired and as to which no appeal, petition for certiorari or other formal request for administrative or
judicial relief, or for instituting administrative review of such order sua sponte, has been filed and is pending or, if an appeal,
petition for certiorari or other request for administrative or judicial relief, or for instituting administrative review of such
order sua sponte, has been filed or taken, such Initial FCC Order has been affirmed (or such appeal, petition or other request
for administrative or judicial relief has been dismissed as moot) by the highest court (or other tribunal having appellate jurisdiction
over such Initial FCC Order) to which such Initial FCC Order was appealed or the petition for certiorari has been denied or, in
the case of an Initial FCC Order which the FCC decided to review sua sponte, the FCC has either withdrawn or dismissed such review,
and the time to take any further appeal or to seek further certiorari or judicial or administrative review has expired.


 


“Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a
Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes.


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United States.


 


“Funding Account”
has the meaning assigned to such term in Section 4.01(h).


 


“GAAP”
means generally accepted accounting principles in the U.S.


 


“Governmental
Authority” means the government of the U.S., any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, and including, without limitation,
the FCC and the SEC.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of business.


 


“Guaranteed
Obligations” has the meaning assigned to such term in Section 10.01.


 


“Guarantors”
means all Loan Guarantors and all non-Loan Parties who have delivered an Obligation Guaranty, and the term “Guarantor”
means each or any one of them individually.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls,
radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental
Law.


 




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“Impacted
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)          all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)          the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments;


 


(c)          net
obligations of such Person under any Swap Agreement;


 


(d)          all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business and not past due for more than 90 days after the date on which such trade account was created);


 


(e)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)          all
Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt
of such Person;


 


(g)          all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable
preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and


 


(h)          all
Guarantees of such Person in respect of any of the foregoing.


 


For all purposes hereof, the Indebtedness
of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation
or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any Swap Agreement on any date shall be deemed to be the
Swap Termination Value thereof as of such date.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause
(a), Other Taxes.


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(b).


 


“Ineligible
Institution” has the meaning assigned to such term in Section 9.04(b).


 




    	14 



     

    

  


“Information” has the
meaning assigned to such term in Section 9.12.


 


“Initial FCC
Order” means, with respect to any assignment or transfer of FCC Licenses, Auxiliary Licenses or Secondary Station Licenses
the initial order or other initial written action or actions by the FCC approving the assignment or transfer of such FCC Licenses,
Auxiliary Licenses or Secondary Station Licenses for each Broadcasting Station to be acquired as part of such acquisition or transferred
as part of a permitted transfer in the manner contemplated by the applicable acquisition documents, all in form and substance satisfactory
to the Administrative Agent.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.07.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the first Business Day of each
calendar month and the Revolving Credit Maturity Date, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period
of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period and the Revolving Credit Maturity Date, and (c) with respect
to any Swingline Loan, the day that such Loan is required to be repaid and the Revolving Credit Maturity Date.


 


“Interest
Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing
and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the
Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes
hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter, in the case of a Revolving
Borrowing, shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as
the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest
period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen
Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case,
at such time.


 


“Investment”
means, as to any Person, (a) any direct or indirect Acquisition or investment by such Person or (b) a loan, advance or capital
contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another
Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment
for subsequent increases or decreases in the value of such Investment.


 




    	15 



     

    

  


“IP Security
Agreement” means that certain Intellectual Property Security Agreement (including any and all supplements thereto), dated
as of the date hereof, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the
other Secured Parties, and any other security agreement with respect to any Intellectual Property entered into, after the date
of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other Person for the
benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated, supplemented or otherwise
modified from time to time.


 


“IP Security
Agreement Supplement” means a supplement to update the IP Security Agreement or to add a party thereto.


 


“IRS”
means the United States Internal Revenue Service.


 


“Issuing Bank”
means, individually and collectively, each of JPMCB, in its capacity as the issuer of Letters of Credit hereunder, and any other
Revolving Lender from time to time designated by the Borrower as an Issuing Bank, with the consent of such Revolving Lender and
the Administrative Agent, and their respective successors in such capacity as provided in Section 2.05(i). Any Issuing Bank
may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing
Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such
Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.05 with respect to such Letters
of Credit). If at any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing
Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all)
Issuing Banks, as the context may require.


 


“Issuing Bank
Sublimits” means, as of the Effective Date, (i) $10,000,000, in the case of JPMCB and (ii) such amount as shall be designated
to the Administrative Agent and the Borrower in writing by an Issuing Bank; provided that any Issuing Bank shall be permitted at
any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days’ prior written notice thereof to the
Administrative Agent and the Borrower.


 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit D.


 


“JPMCB”
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.


 


“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


“LC Collateral
Account” has the meaning assigned to such term in Section 2.05(j).


 


“LC Disbursement”
means any payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time plus
(b) the aggregate amount of all LC Disbursements relating to Letters of Credit that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate
LC Exposure at such time.


 




    	16 



     

    

  


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant
to Section 2.08 or an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an
Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender
and the Issuing Bank.


 


“Letters of
Credit” means the standby letters of credit issued pursuant to this Agreement, and the term “Letter of Credit”
means any one of them or each of them singularly, as the context may require.


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, the London interbank
offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate
for Dollars) for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen
that displays such rate or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute
page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate
from time to time as shall be selected by the Administrative Agent in its reasonable discretion (in each case, the “LIBO
Screen Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such
Interest Period; provided that, (x) if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero
for the purposes of this Agreement and (y) if the LIBO Screen Rate shall not be available at such time for a period equal in length
to such Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the Interpolated Rate at
such time, subject to Section 2.13 in the event that the Administrative Agent shall conclude that it shall not be possible to determine
such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error); provided further,
that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding
the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with an ABR Borrowing,
such rate shall be determined as modified by the definition of Alternate Base Rate.


 


“LIBO Screen
Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect
to such securities.


 


“Loan Documents”
means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, any Letter of Credit applications,
each Collateral Document, the Loan Guaranty, any Obligation Guaranty, and each other agreement, instrument, document and certificate
identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender and including each
other pledge, power of attorney, consent, assignment, contract, notice, letter of credit agreement and each other written matter
whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered
to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference
in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and
all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document
as the same may be in effect at any and all times such reference becomes operative.


 


“Loan Guarantor”
means each Loan Party.


 




    	17 



     

    

  


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, the Borrower, the Borrower’s Domestic Subsidiaries and any other Person who becomes a party to this
Agreement pursuant to a Joinder Agreement and their successors and assigns, and the term “Loan Party” shall mean any
one of them or all of them individually, as the context may require.


 


“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans.


 


“Local Marketing
Agreement” means, with respect to a Broadcasting Station operated by a Person, an agreement or arrangement with a Broadcasting
Station operated by another Person pursuant to which the parties agree to function cooperatively in terms of programming, advertising,
sales, management, consulting or similar services.


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole; (b)
a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability
of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.


 


“Material
Contract” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration
payable to or by such Person of $2,000,000 or more in any year or otherwise material to the business, financial condition, operations,
performance, or properties of such Person.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.17.


 


“Measurement
Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or
any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated
to make contributions.


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 9.02(d).


 


“Non-U.S. Lender” means
a Lender that is not a U.S. Person.


 


“NPL” means the National
Priorities List under CERCLA.


 


“Obligated
Party” has the meaning assigned to such term in Section 10.02.


 


“Obligation
Guaranty” means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative
Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.


 




    	18 



     

    

  


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Bank or any
indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint
or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any
of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time
evidencing any thereof.


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability
company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable,
any certificate or articles of formation or organization of such entity.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to, or enforced, any Loan Document), or sold or assigned an interest in any Loan, Letter of Credit,
or any Loan Document.


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.18).


 


“Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant
Register” has the meaning assigned to such term in Section 9.04(c).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Pension Plan”
means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer
Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the
Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other
plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.


 




    	19 



     

    

  


“Permitted
Acquisition” means an Acquisition which satisfies each of the following conditions:


 


(a)          any
Subsidiary of the Borrower or a Subsidiary thereof created for the purpose of effecting the Acquisition or acquired in connection
therewith shall have complied with the requirements of Section 5.19;


 


(b)          the
total cash and non-cash consideration paid by or on behalf of the Borrower or such Subsidiary in connection with such Acquisition
(including, without limitation, any Indebtedness assumed, incurred, or permitted to remain outstanding by the Borrower or such
Subsidiary or the acquired Subsidiary Guarantor) when added to the total cash and non-cash consideration paid in connection with
each Acquisition consummated hereunder as a Permitted Acquisition during the same fiscal year as such Acquisition, shall not exceed
$50,000,000 for each fiscal year; provided that when the Consolidated Net Leverage Ratio is less than 2.50:1.00 for the twelve
months ended as of the last day of the month immediately preceding the month such Acquisition is consummated, such $50,000,000
limitation will not apply and there will be no limit to the total cash and non-cash consideration paid and the delivery of the
pro forma compliance certificate referenced in subsection (d) below giving effect to such Acquisition is required;


 


(c)          both
before and after giving effect to any Acquisition, no Default shall have occurred and be continuing;


 


(d)          subject
to subsection (b) above, the Borrower shall have delivered to the Administrative Agent, at least 10 Business Days (or such shorter
time period as the Administrative Agent may otherwise agree in writing) prior to the consummation of such Acquisition a certificate
from a Financial Officer of the Borrower demonstrating (in detail reasonably satisfactory to the Administrative Agent) pro forma
compliance with the covenants set forth in Section 6.11, after giving effect to such Acquisition;


 


(e)          the
Borrower shall have delivered to the Administrative Agent not less than 10 Business Days (or such shorter time period as the Administrative
Agent may otherwise agree in writing) prior to the consummation of the Acquisition a summary providing a reasonably detailed description
of the Target and the terms and conditions of the proposed Acquisition, material financial, business and legal due diligence information
relating to the Target as the Administrative Agent may reasonably request, and all material legal documentation pertaining to such
Acquisition;


 


(f)          the
assets acquired in such Acquisition shall be owned exclusively by the Borrower or a Subsidiary;


 


(g)         the Borrower and
such Subsidiary shall have complied with the provisions of Sections 5.14 and 5.19 with respect to such Acquisition;


 


(h)          if
such Acquisition includes a Broadcasting Station, a copy of the Final FCC Order approving such Acquisition shall be delivered to
the Administrative Agent or, with the prior written consent of the Administrative Agent, an Initial FCC Order; and


 


(i)          the
Target is engaged in the radio (including the radio news network) or television broadcast business.


 




    	20 



     

    

  


“Permitted
Holder” means (i) Christian, (ii) Christian’s spouse, (iii) members of their immediate family and their respective
spouses and issue, (iv) the respective heirs and estates of each of the foregoing and (v) other than interests of remote contingent
beneficiaries referenced in the relevant trust documents, any trusts created solely for the benefit of any one or more of the foregoing.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)
of ERISA.


 


“Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal
offices in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly
announced as being effective.


 


“Pro Forma
EBITDA” means, with respect to any Target acquired in a Permitted Acquisition, such Target’s earnings before interest,
income taxes, amortization and depreciation, as calculated in accordance with GAAP, for the most recent twelve (12) month period
as shown on financial statements which are made available to the Administrative Agent prior to the consummation of the Permitted
Acquisition, calculated by the Borrower and acceptable to the Administrative Agent, with such adjustments as can be verified and
demonstrated by the Borrower and acceptable to the Administrative Agent.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect
to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity
Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant”
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination thereof (as the
context requires).


 


“Register” has the meaning assigned
to such term in Section 9.04(b).


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members,
trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.


 


“Release”
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating,
disposing, or dumping of any substance into the environment.


 


“Report”
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits
pertaining to the Borrower’s assets from information furnished by or on behalf of the Borrower, after the Administrative
Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the
Administrative Agent.


 




    	21 



     

    

  


“Required Lenders”
means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposure and unused Revolving Commitments representing
more than 50% of the sum of the Aggregate Revolving Exposure and unused Revolving Commitments at such time; provided that,
as long as there are only two unaffiliated Lenders, Required Lenders shall mean both Lenders; provided further that,
for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become
due and payable pursuant to Article VII or the Revolving Commitments expire or terminate, then, as to each Lender, clause
(a) of the definition of Swingline Exposure shall only be applicable for purposes of determining its Revolving Exposure to the
extent such Lender shall have funded its participation in the outstanding Swingline Loans.


 


“Requirement
of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation
and bylaws or operating, management or partnership agreement, or other organizational or governing documents of such Person and
(b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction
or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance,
acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital
to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right
to acquire any such dividend or other distribution or payment, any payment of any subordinated Indebtedness or the payment of any
management or similar fees.


 


“Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to
acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate
permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time
to time pursuant to (a) Section 2.08 and (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of each
Lender’s Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’
Revolving Commitments is $100,000,000.


 


“Revolving
Credit Maturity Date” means the date five years after the date of this Agreement (if the same is a Business Day, or if
not then the immediately next succeeding Business Day), or any earlier date on which the Revolving Commitments are reduced to zero
or otherwise terminated pursuant to the terms hereof.


 


“Revolving
Exposure” means, with respect to any Lender, at any time, the sum of the aggregate outstanding principal amount of such
Lender’s Revolving Loans and its LC Exposure and its Swingline Exposure at such time.


 




    	22 



     

    

  


“Revolving
Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments
have terminated or expired, a Lender with Revolving Exposure.


 


“Revolving
Loan” means a Loan made pursuant to Section 2.01.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Sanctioned
Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time
of this Agreement, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations
Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned
Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s
Treasury of the United Kingdom.


 


“SEC”
means the Securities and Exchange Commission of the U.S.


 


“Secondary
Station License” means any governmental approval or authorization issued to the Borrower or any Subsidiary by the FCC
or acquired or otherwise transferred to the Borrower or any Subsidiary, which is a Low Power TV Station, TV Translator Station,
TV Booster Station, FM Broadcast Translator Station and/or FM Broadcast Booster Station, as such terms are defined in the Communications
Act.


 


“Secured Obligations”
means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Agreement Obligations owing to one or more
Lenders or their respective Affiliates; provided, however, that the definition of “Secured Obligations”
shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any
Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.


 


“Secured Parties”
means (a) the Lenders, (b) the Administrative Agent, (c) each Issuing Bank, (d) each provider of Banking Services, to the extent
the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement,
to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation
undertaken by any Loan Party under any Loan Document and (g) the successors and assigns of each of the foregoing.


 


“Security
Agreement” means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of
the date hereof, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party
(as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and
the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 




    	23 



     

    

  


“Security
Agreement Supplement” means a supplement to update the Security Agreement or to add a party thereto.


 


“Shared Services
Agreement” means, with respect to a Broadcasting Station operated by a Person, an agreement (other than a Time Brokerage
Agreement) for the cooperation of the licensee of a Broadcasting Station licensed to another Person where one Person acts as an
agent for the sale of advertising on the other Broadcasting Station or provides technical or programming advice and/or services
to the other Broadcasting Station.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair
value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities
as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts
and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of
contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Statement”
has the meaning assigned to such term in Section 2.17(g).


 


“Station License”
means any governmental approval or authorization issued to the Borrower or any Subsidiary by the FCC or acquired or otherwise transferred
to the Borrower or any Subsidiary, which is authorized under Title 47 CFR §§73.1-73.190; 73.201-73.333; and/or 73.601-73.699,
which includes AM Broadcast Stations, FM Broadcast Stations, and Television Broadcast Stations (as such terms are defined in the
Communications Act), but excludes Secondary Station Licenses.


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or
supplemental reserves) established by the Board to which the Administrative Agent is subject with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board. Eurodollar Loans
shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D of the
Board or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date
of any change in any reserve percentage.


 


“Subordinated
Indebtedness” of a Person means any Indebtedness of such Person, the payment of which is subordinated to payment of the
Secured Obligations to the written satisfaction of the Administrative Agent.


 




    	24 



     

    

  


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
means any direct or indirect subsidiary of the Borrower or of any other Loan Party, as applicable.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries
shall be a Swap Agreement.


 


“Swap Agreement
Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor), under (a) any Swap Agreement permitted hereunder with a Lender or an Affiliate of a Lender, and (b)
any cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with
a Lender or an Affiliate of a Lender.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated
thereunder.


 


“Swap Termination
Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which
may include a Lender or any Affiliate of a Lender).


 


“Swingline
Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Revolving Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure
at such time other than with respect to any Swingline Loans made by such Revolving Lender in its capacity as the Swingline Lender
and (b) the principal amount of all Swingline Loans made by such Revolving Lender in its capacity as the Swingline Lender outstanding
at such time (less the amount of participations funded by the other Lenders in such Swingline Loans).


 


“Swingline
Lender” means JPMCB, in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative
Agent or the Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given by JPMCB in its capacity
as Administrative Agent or Issuing Bank shall be deemed given by JPMCB in its capacity as Swingline Lender as well.


 




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“Swingline
Loan” means a Loan made pursuant to Section 2.04.


 


“Synthetic
Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect
of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise
included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and
its Subsidiaries in accordance with GAAP.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each
case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor
Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).


 


“Target”
means the Person, business or division of any Person or substantially all of the assets of a Person, acquired in an Acquisition.


 


“Threshold
Amount” means $2,500,000.


 


“Time Brokerage
Agreement” means, with respect to a Broadcasting Station operated by a Person, an agreement that results in the sale
by a licensee of a Broadcasting Station of discrete blocks of time to a “broker” that supplies the programming to fill
such time block and sells the commercial spot announcements in such time block.


 


“Transactions”
means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of
Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate, or the Alternate Base Rate.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of Michigan or in any other state, the laws of which
are required to be applied in connection with the issue of perfection of security interests.


 


“Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA,
over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan year. “Unfunded Pension Liability” means the
excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension
Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of
the Code for the applicable plan year.


 


“Unliquidated
Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated
at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a
letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or
(iii) an obligation to provide collateral to secure any of the foregoing types of obligations.


 




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“Unrestricted
Cash” means, at any date, the unrestricted cash owned by the Borrower and its Domestic Subsidiaries that are Loan Parties
in which the Administrative Agent has a first priority, perfected security interest pursuant to the Collateral Documents. Without
limiting the other exclusions in this definition, “Unrestricted Cash” shall not include any cash held by the Borrower
or any of its Subsidiaries in escrow, trust or other fiduciary capacity for or on behalf of any Person or subject to any other
restriction.


 


“U.S.”
means the United States of America.


 


“U.S. Loan
Party” means any Loan Party that is organized under the laws of one of the states of the United States of America and
that is not a CFC.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 2.16(f)(ii)(B)(3).


 


“USA PATRIOT Act” means the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


SECTION 1.02. Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or
by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).


 


SECTION 1.03. Terms Generally. The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”. The word “law”
shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations
thereunder having the force of law or with which affected Persons customarily comply) and all judgments, orders and decrees of
all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect as the word “shall”.
Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented
or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein),
(b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time
amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to
any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments
set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to
any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement, (f) any reference in any definition to the phrase “at any time” or “for any
period” shall refer to the same time or period for all calculations or determinations within such definition, and (g) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any
and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 




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SECTION 1.04 Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed
in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change
in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent
that the Borrower requests an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application
thereof (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Financial Accounting Standards
Board Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard
having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair
value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt
instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards
Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or
bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount
thereof.


 


SECTION 1.05. Pro
Forma Adjustments for Acquisitions and Dispositions. To the extent the Borrower or any Subsidiary makes any Permitted Acquisition
or disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters
of the Borrower most recently ended, the Consolidated Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be
calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable
to the acquisition or the disposition of assets, are factually supportable and are expected to have a continuing impact, in each
case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted
by the SEC, and as certified by a Financial Officer), as if such acquisition or such disposition (and any related incurrence, repayment
or assumption of Indebtedness) had occurred in the first day of such four-quarter period; provided that calculation of Adjusted
Consolidated EBITDA shall be determined on a pro forma basis as described in the definition thereof.


 


SECTION 1.06. Status of Obligations. In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding
any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary
to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness
and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or
potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the
foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness”
and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated
Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such
Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially
available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.


 




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ARTICLE II


 


The Credits


 


SECTION 2.01. Revolving
Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving
Loans in dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not
result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.09(a)) in (i) such Lender’s
Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the
aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Loans.


 


SECTION 2.02. Loans
and Borrowings.


 


(a)  Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by
the Lenders ratably in accordance with their respective Revolving Commitments of the applicable Class. The failure of any Lender
to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving
Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as
required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.04.


 


(b)  Subject
to Section 2.13, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may
request in accordance herewith, provided that all Revolving Borrowings made on the Effective Date must be made as ABR Borrowings
but may be converted into Eurodollar Borrowings in accordance with Section 2.07. Each Swingline Loan shall be an ABR Loan. Each
Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan (and in the case of an Affiliate, the provisions of Sections 2.13, 2.14, 2.15 and 2.16 shall apply to such Affiliate
to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c) At the commencement
of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $500,000 and not less than $1,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall
be in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000; provided that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Each Swingline Loan shall be in
an amount that is an integral multiple of $25,000 and not less than $50,000 or other amount acceptable to the Swingline Lender.
Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time
be more than a total of four Eurodollar Borrowings outstanding.


 




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(d)  Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.


 


SECTION 2.03.
Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request either
in writing (delivered by hand or fax) in a form approved by the Administrative Agent and signed by the Borrower or by telephone
(a) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Chicago time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than noon, Chicago time, on the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.05(e) may be given not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing.
Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative
Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic
and written Borrowing Request shall specify the following information in compliance with Section 2.01:


 


		(i)	the Type of Borrowing, the aggregate amount of the requested
Borrowing, and a breakdown of the separate wires comprising such Borrowing;



 


		(ii)	the date of such Borrowing, which shall be a Business
Day;



 


		(iii)	whether such Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; and



 


		(iv)	in the case of a Eurodollar Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.”



 


If no election as to the Type of Revolving
Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period
of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative
Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.


 


SECTION 2.04. Swingline
Loans.


 


(a)          Subject
to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender may, in its
sole discretion, make Swingline Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result
in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000, (ii) the Swingline Lender’s Revolving
Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed
by fax), not later than noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative
Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender may, in its
sole discretion, make each Swingline Loan available to the Borrower by means of a credit to the Funding Account(s) (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance
to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(c), by remittance
to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline
Loan.


  




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(b)          The
Swingline Lender may, by written notice given to the Administrative Agent, require the Revolving Lenders to acquire participations
on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of
Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such
Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice
from the Administrative Agent (and in any event, if such notice is received by 11:00 a.m., Chicago time, on a Business Day no later
than 4:00 p.m., Chicago time on such Business Day and if received after 11:00 a.m., Chicago time, “on a Business Day”
shall mean no later than 9:00 a.m. Chicago time on the immediately succeeding Business Day), to pay to the Administrative Agent,
for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving
Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer
of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and
Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent
shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received
by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt
by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent;
any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided
that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and
to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.


 




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SECTION 2.05. Letters
of Credit.


 


(a)          General.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in
dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable
to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period and the Issuing
Bank may, but shall have no obligation, to issue such requested Letters of Credit pursuant to this Agreement. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application
or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter
of Credit, the terms and conditions of this Agreement shall control. The Borrower unconditionally and irrevocably agrees that,
in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence
of this paragraph, the Borrower will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms
hereof, the payment of interest thereon and the payment of fees due under Section 2.11(b) to the same extent as if it were the
sole account party in respect of such Letter of Credit (the Borrower hereby irrevocably waiving any defenses that might otherwise
be available to it as a guarantor or surety of the obligations of such Subsidiary that is an account party in respect of any such
Letter of Credit). Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue,
and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity
or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject
of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if
any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the
Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit,
or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular
or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for
which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing
Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good faith
deems material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank
applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued
in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be
in effect on the Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented.


 


(b)          Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably
in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days)
a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter
of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing
Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate
LC Exposure shall not exceed $10,000,000, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment
and (iii) the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing
or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately
after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates
would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations
contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters
of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees
to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing
Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not
affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in
clause (i) of this Section 2.05(b).


 




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(c)          Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the
beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance
of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal
provision, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Credit
Maturity Date.


 


(d)          Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed
by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded
to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction
or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.


 


(e)          Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago time, on (i) the
Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m., Chicago
time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if
such notice is received after 9:00 a.m., Chicago time, on the day of receipt; provided that the Borrower may, subject to
the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with
an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation
to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower
fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement,
the payment then due from the Borrower in respect thereof, and such Lender’s Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06
shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by
the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse
the Issuing Bank, then to such Lenders and the Issuing Bank, as their interests may appear. Any payment made by a Revolving Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans
or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.


 




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(f)          Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or
this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,
(iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not
comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any
of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide
a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Revolving Lenders
or the Issuing Bank, or any of their Related Parties, shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit, or any payment or failure to make any payment thereunder (irrespective of
any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability
to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence
or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing
Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse
to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of
Credit.


 


(g)          Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by fax) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse
the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.


 




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(h)          Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such reimbursement
is due; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.12(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing
Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section
to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


(i)          Replacement
of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of
any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any
such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall
be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto
and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit
then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


(j)          Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders
with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105%
of the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described
in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph
as and to the extent required by Section 2.10(b) or 2.19. Each such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Administrative Agent
a security interest in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than
any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent
to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall
be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50%
of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount
of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid)
shall be returned to the Borrower within three (3) Business Days after all such Events of Default have been cured or waived as
confirmed in writing by the Administrative Agent.


 




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(k)          Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent or unless JPMCB is the only Issuing
Bank, each Issuing Bank shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing
to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative
Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals,
all expirations and cancelations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing
Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the
stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance,
amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such
Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which the Borrower
fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and
the amount of such LC Disbursement, and (v) on any other Business Day, such other information as the Administrative Agent shall
reasonably request as to the Letters of Credit issued by such Issuing Bank.


 


(l)          LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms
of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at the time of determination.


 


SECTION 2.06. Funding
of Borrowings.


 


(a)          Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof by wire transfer of immediately available
funds by 1:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that and Swingline Loans
shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to the Funding Account(s); provided that ABR Revolving Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing
Bank.


 


(b)          Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from
and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Revolving Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute
such Lender’s Loan included in such Borrowing.


 




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SECTION 2.07. Interest
Elections.


 


(a)          Each Borrowing
initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor,
all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the
Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings,
which may not be converted or continued.


 


(b)          To make an election
pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall
be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Interest Election Request in a form approved
by the Administrative Agent and signed by the Borrower.


 


(c)          Each telephonic
and written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)           the Borrowing
to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant
to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)          the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)         whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)         if the
resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration.


 


(d)          Promptly following
receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the applicable Class of the details
thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)          If the Borrower
fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and
is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as
an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)
unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 




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SECTION 2.08. Termination
and Reduction of Revolving Commitments; Increase in Revolving Commitments.


 


(a)          Unless previously
terminated, all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.


 


(b)          The Borrower may
at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements,
together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively,
with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion
of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in
an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv)
the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.


 


(c)         
The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving
Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $10,000,000 and (ii) the Borrower
shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving
Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the aggregate Revolving Commitments.


 


(d)          The Borrower shall
notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c)
of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that
a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving
Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance
with their respective Revolving Commitments.


 


(e)          The Borrower
shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from one or more
of the Lenders or another lending institution, provided that (i) any such request for an increase shall be in a minimum amount
of $10,000,000, (ii) the Borrower may make a maximum of three such requests, (iii) after giving effect thereto, the sum of the
total of the additional Revolving Commitments does not exceed $50,000,000, (iv) the Administrative Agent , the Swingline Lender
and the Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (v) any
such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vi) the procedures described
in Section 2.08(f) below have been satisfied. Nothing contained in this Section 2.08 shall constitute, or otherwise be deemed to
be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder at any time.


 




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(f)          Any amendment hereto
for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require
the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing its Revolving Commitment,
subject only to the approval of all Lenders if any such increase or addition would cause the Revolving Commitments to exceed $150,000,000
in the aggregate. As a condition precedent to such an increase or addition, the Borrower shall deliver to the Administrative Agent
(i) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before
and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other
Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier date, (2) no Default exists and (3) the Borrower is in compliance
(on a pro forma basis) with the covenants contained in Section 6.11 and (ii) legal opinions and documents consistent with those
delivered on the Effective Date, to the extent requested by the Administrative Agent.


 


(g)          On
the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender, extending)
its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative
Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase
or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding
Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative
Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal,
interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative
Agent, in order to effect such reallocation and (ii)  the Borrower shall be deemed to have repaid and reborrowed all outstanding
Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of
the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in
accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately
preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar
Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the deemed payment
occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase
or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect
such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower, whereupon
such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement.


 


SECTION 2.09. Repayment and
Amortization of Loans; Evidence of Debt.


 


(a)          The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then
unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date, and (ii) to the Swingline Lender the then
unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Maturity Date and the Business Day after
such Swingline Loan is made if required by the Swingline Lender; provided that, unless not required by the Swingline Lender,
on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any
such Revolving Loan shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.


 


(b)          Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from
time to time hereunder.


 




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(c)          The Administrative
Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and
the Interest Period applicable thereto, if any, (ii) the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender’s share thereof.


 


(d)          The entries made
in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the
Loans in accordance with the terms of this Agreement.


 


(e)          Any Lender may
request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes
in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and
its registered assigns).


 


SECTION 2.10. Prepayment
of Loans.


 


(a)          The Borrower shall
have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance
with paragraph (c) of this Section and, if applicable, payment of any break funding expenses under Section 2.15.


 


(b)          In the event and
on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Revolving Commitments, the Borrower shall prepay the
Revolving Loans, and/or LC Exposure and/or Swingline Loans (or, if no such Borrowings are outstanding, deposit cash collateral
in the LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.05(j)).


 


(c)          The Borrower shall
notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed
by fax) of any prepayment under this Section: (i) in the case of prepayment of a Eurodollar Borrowing, not later than 10:00 a.m.,
Chicago time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later
than 10:00 a.m., Chicago time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than
11:00 a.m., Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date
and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is
given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08,
then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly
following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type
as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment
of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i)
accrued interest to the extent required by Section 2.12 and (ii) break funding payments pursuant to Section 2.15.


 




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SECTION 2.11. Fees.


 


(a)          The Borrower agrees to pay to the Administrative
Agent a commitment fee for the account of each Revolving Lender, which shall accrue at the Applicable Rate on the daily amount
of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but
excluding the date on which the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender
shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of
such Lender for purposes of calculating the commitment fee. Accrued commitment fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on
the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


(b)          The Borrower agrees
to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations
in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar
Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such
Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the daily amount of the LC Exposure attributable
to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving
Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions
with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of
March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing
on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the
Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be
payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10)
days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day).


 


(c)           The
Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.


 


(d)          All fees payable
hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank,
in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.


 


SECTION 2.12. Interest.


 


(a)          The Loans comprising
each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 




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(b)           The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 


(c)          Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may,
at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates),
declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the
rate applicable to such fee or other obligation as provided hereunder.


 


(d)          Accrued interest
on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest
Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided
that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.


 


(e)          All interest hereunder
shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


 


SECTION 2.13. Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(a)          the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable
means do not exist for ascertaining (including, without limitation, by means of an Interpolated Rate) the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period; or


 


(b)          the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for the applicable
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans
included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by electronic communication as provided in Section 9.01 as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of
any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid on the last day
of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.


 




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SECTION 2.14. Increased
Costs.


 


(a)          If any Change in
Law shall:


 


(i) impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender
(except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or


 


(ii) impose
on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii) subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any
Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such
other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or
receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then
the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts
as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred
or reduction suffered.


 


(b)          If any Lender or
the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of
reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s
or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of or the Loans
made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the
Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s
policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and
liquidity), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company for any such reduction suffered.


 


(c)          A certificate of
a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the
amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)          Failure or delay
on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 




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SECTION 2.15. Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section
2.10), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.08(d) and is revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.18 or 9.02(d), then, in any such event, the Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest
Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest
error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


SECTION 2.16. Taxes.


 


(a)          Withholding
Taxes; Gross-Up; Payments Free of Taxes. Any and all payments by or on account of any obligation
of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable
law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction
or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled
to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority
in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall
be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this Section 2.16), the applicable Recipient receives an amount equal to the sum it
would have received had no such deduction or withholding been made.


 


(b)          Payment
of Other Taxes by Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with
applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)          Evidence
of Payment. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this
Section 2.16, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 




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(d)          Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to
amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to
such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source against any
amount due to the Administrative Agent under this paragraph (e).


 


(f)          Status of
Lenders.


 


(i) Any Lender that is
entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver
to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent,
such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested
by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 


(ii) Without limiting
the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


(A) any Lender that is
a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 




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(B) any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following
is applicable:


 


(1) in the
case of a Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party (x) with respect to payments
of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor
form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article
of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to
the “business profits” or “other income” article of such tax treaty;


 


(2) in the
case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals
of IRS Form W-8ECI;


 


(3) in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.
Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any
successor form); or


 


(4) to the
extent a Foreign Lender is not the Beneficial Owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form), a U.S. Tax Compliance Certificate substantially in the
form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each Beneficial Owner, as applicable;
provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender
are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially
in the form of Exhibit B-4 on behalf of each such direct and indirect partner;


 


(C) any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals
of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding
Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower
or the Administrative Agent to determine the withholding or deduction required to be made; and


 




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(D) if a payment made
to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail
to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code,
as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include
any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees
that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do
so.


 


(g)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including by the payment of additional amounts
pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in
a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and
giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


(h)          Survival.
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Commitments
and the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


SECTION
2.17. Payments Generally; Allocation of Proceeds; Sharing of Set-offs.


 


(a)          The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of
LC Disbursements, or of amounts payable under Sections 2.14, 2.15 or 2.16, or otherwise) prior to 2:00 p.m., Chicago time, on
the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time
on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business
Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices designated
by the Administrative Agent to the Borrower except payments to be made directly to the Issuing Bank or Swingline Lender as expressly
provided herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.


 




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(b)          Any
proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest,
fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment
(which shall be applied in accordance with Section 2.10) or (ii) after an Event of Default has occurred and is continuing and the
Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to pay any fees, indemnities,
or expense reimbursements including amounts then due to the Administrative Agent, the Swingline Lender and the Issuing Bank from
the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay
any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services Obligations
or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth, to prepay
principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations
up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.21, ratably), fifth,
to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate LC Exposure, to be held
as cash collateral for such Obligations, and sixth, to the payment of any amounts owing in respect of Banking Services Obligations
up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.21, and seventh,
to the payment of any other Secured Obligation due to the Administrative Agent or any Lender from the Borrower or any other Loan
Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower,
or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives
to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the
event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrower shall
pay the break funding payment required in accordance with Section 2.15. The Administrative Agent and the Lenders shall have the
continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured
Obligations.


 


Notwithstanding the
foregoing, Secured Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from
the application described above and paid in clause seventh if the Administrative Agent has not received written notice thereof,
together with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider
of such Banking Services or Swap Agreements.


 


(c)          At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable
under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder, whether made following a request by the Borrower
pursuant to Section 2.03 or 2.04 or a deemed request as provided in this Section or may be deducted from any deposit account of
the Borrower maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent
to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other
amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans),
and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable, and (ii)
the Administrative Agent to charge any deposit account of the Borrower maintained with the Administrative Agent for each payment
of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 




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(d)          If,
except as otherwise expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations
in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall
be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in LC
Disbursements or Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrower in the amount of such participation.


 


(e)          Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact
made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater
of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation.


 


(f)          If
any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid
and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations
of such Lender hereunder. Application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined
by the Administrative Agent in its discretion.


 


(g)          The
Administrative Agent may from time to time provide the Borrower with account statements or invoices with respect to any of the
Secured Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements,
which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during
the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount
indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment
with respect to the billing period indicated on such Statement; provided, that acceptance by the Administrative Agent, on behalf
of the Lenders, of any payment that is less than the total amount actually due at that time (including but not limited to any past
due amounts) shall not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in
full at another time.


 




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SECTION 2.18. Mitigation
Obligations; Replacement of Lenders. 


 


(a)          If
any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender
shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.14 or 2.16, as the case may be, in the future
and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.
The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation
or assignment.


 


(b)          If any Lender requests
compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender,
then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all
its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 or 2.16) and obligations under this
Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if
a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative
Agent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender),
which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.


 


SECTION
2.19. Defaulting Lenders.
Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Lender is a Defaulting Lender:


 


(a)          fees
shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.11(a);


 




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(b)          such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included
in determining whether the Required Lenders have taken or may take any action hereunder or under any other Loan Document; provided
that, except as otherwise provided in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the
case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby;


 


(c)          if any Swingline
Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)          all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure
referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Applicable Percentages but only (x) to the extent that the conditions set forth in Section 4.02 are satisfied
at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time,
the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time) and (y) to the
extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure
to exceed its Revolving Commitment;


 


(ii)         if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business
Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize, for the benefit of the Issuing Bank, the Borrower’s obligations corresponding to such Defaulting Lender’s
LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set
forth in Section 2.05(j) for so long as such LC Exposure is outstanding;


 


(iii)        if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)         if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Sections 2.11(a) and 2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages;
and


 


(v)          if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause
(i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter
of credit fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable
to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(d)          so
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing
Bank shall not be required to issue, amend, renew, extend or increase any Letter of Credit, unless it is satisfied that the related
exposure and such Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of
the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.19(c), and Swingline
Exposure related to any such newly made Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit
shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.19(c)(i) (and such Defaulting Lender shall
not participate therein).


 




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If
(i) a Bankruptcy Event with respect to the Parent of any Lender shall occur following the date hereof and for so long as such
event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in
fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender
shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter
of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the
Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to
it in respect of such Lender hereunder.


 


In
the event that each of the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank agrees that a Defaulting
Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and
LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on the
date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans)
as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its
Applicable Percentage.


 


SECTION 2.20. Returned
Payments. If, after receipt of any payment which is applied to the payment of all or any part of the Obligations (including
a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to
surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent,
set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other
reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the
Secured Obligations or the part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue
in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of
this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative
Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.20 shall survive
the termination of this Agreement.


 


SECTION 2.21. Banking Services and Swap
Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party
or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking
Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement
Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute
or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent,
from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due
in respect of such Banking Services Obligations and Swap Agreement Obligations. JPMCB and any Subsidiary or Affiliate thereof shall
not be subject to foregoing requirements under this Section 2.21. The most recent information provided to the Administrative Agent
shall be used in determining which tier of the waterfall, contained in Section 2.17(b), such Banking Services Obligations and/or
Swap Agreement Obligations will be placed.


 




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ARTICLE III


 


Representations and Warranties


 


Each Loan Party represents
and warrants to the Lenders that (and where applicable, agrees):


 


SECTION 3.01. Existence,
Qualification and Power. Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing
and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all
requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease
its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which
it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except
in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have
a Material Adverse Effect.


 


SECTION 3.02. Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is
or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not
(a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Material Contract to
which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any
order, injunction, writ or decree of any Governmental Authority or (iii) any arbitral award to which such Person or its property
is subject where such conflict could reasonably be expected to have a Material Adverse Effect; or (c) violate any Law where
such violation could reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.03. Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority (including, without limitation, the FCC and the SEC) or any other Person is necessary or required
in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection
or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof subject to such
Liens as are permitted hereby) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents
or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions,
notices and filings listed on Schedule 3.03, all of which have been duly obtained, taken, given or made and are in full
force and effect and the filing of a copy of this Agreement and the Collateral Documents with the FCC and the filing of a copy
of this Agreement with the SEC in accordance with applicable law, which filings (or the failure to file) do not affect the validity
or enforceability of the Loan.


 


SECTION 3.04. Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered
will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto
in accordance with its terms except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency,
fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditor’s rights, generally and by general
principles of equity (regardless of whether enforcement is considered in a proceeding in law or equity).


 




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SECTION 3.05. Financial
Statements; No Material Adverse Effect.


 


(a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness
and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities
for taxes, material commitments and Indebtedness.


 


(b)          The
unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries dated March 31, 2015 and the related
consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter
ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries
as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and
(ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 3.05 sets forth all material indebtedness
and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial
statements, including liabilities for taxes, material commitments and Indebtedness not disclosed in such financial statements.


 


(c)          Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.


 


(d)          The
consolidated and consolidating forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries
delivered pursuant to Section 4.01(b) or Section 5.01 were prepared in good faith on the basis of the assumptions
stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and
represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance and
are not a guaranty of future performance.


 


(e)          The
consolidated and consolidating forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries
delivered pursuant to Section 4.01(b) or Section 5.01 were prepared in good faith on the basis of the assumptions
stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and
represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance and
are not a guaranty of future performance.


 


SECTION 3.06. Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority (including, without
limitation, the FCC and the SEC), by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues
that (a) purport to affect or pertain to this Agreement or any other Loan Document or (b) either individually or in the
aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.07. No
Default. Neither the Borrower nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual
Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default
has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any
other Loan Document.


 




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SECTION 3.08. Ownership
of Property; Liens; Investments.


 


(a)          The Borrower
and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property
necessary in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(b)          Schedule 3.08(b)
sets forth, as of the Effective Date, a complete and accurate list of all Liens other than Liens created or permitted by the Loan
Documents on the property or assets of the Borrower and each of its Subsidiaries, showing as of the date hereof the lienholder
thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary
subject thereto. The property of the Borrower and each of its Subsidiaries is subject to no Liens, other than Liens set forth on
Schedule 3.08(b), and as otherwise permitted by Section 6.01.


 


(c)          Schedule 3.08(c)
sets forth, as of the Effective Date, a complete and accurate list of all real property owned by the Borrower and each of its Subsidiaries,
showing the street address or other relevant jurisdiction, state and record owner. The Borrower and each of its Subsidiaries has
good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear
of all Liens, other than Liens created or permitted by the Loan Documents.


 


(d)          (i)
Schedule 3.08(d)(i) sets forth, as of the Effective Date, a complete and accurate list of all leases of real property
under which the Borrower or any of its Subsidiaries is the lessee, showing as of the date hereof the street address, county or
other relevant jurisdiction, state, lessor and lessee.


 


 (ii) Schedule 3.08(d)(ii) sets forth, as of the Effective Date, a complete and accurate list of all leases of real property
for which the annual rent payable under such lease exceeds $25,000, under which the Borrower or any of its Subsidiaries is the
lessor, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration
date.


 


(e)          Schedule 3.08(e)
sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date
hereof, other than Acquisitions and Investments held by one Loan Party in another Loan Party, showing as of the date hereof the
amount, obligor or issuer and maturity, if any, thereof.


 


SECTION 3.09. Environmental
Compliance. The Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect
of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law
on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.10. Insurance.
The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged
in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.


 




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SECTION 3.11.  Taxes.
The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed,
and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed
tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.


 


SECTION 3.12.  ERISA
Compliance.


 


(a)           Each Plan is
in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or
an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the
Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate
have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver
or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.


 


(b)          There
are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be
expected to result in a Material Adverse Effect.


 


(c)          (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect
to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the
giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect
to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject
to Section 4069 or 4212(c) of ERISA.


 


SECTION 3.13.  Subsidiaries;
Equity Interests; Loan Parties.   As of the Effective Date, the Borrower has no Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 3.13, and all of the outstanding Equity Interests in such Subsidiaries have been
validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 3.13
free and clear of all Liens except those created under the Collateral Documents. The Borrower has no equity investments in any
other corporation or entity other than those specifically disclosed in Part (b) of Schedule 3.13. Set forth on
Part (c) of Schedule 3.13 is a complete and accurate list of all Loan Parties, showing as of the Effective Date (as
to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer
identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its
unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party
and each amendment thereto, as of the Effective Date, provided pursuant to Section 4.01(a)(vii) is a true and correct
copy of each such document, each of which is valid and in full force and effect.


 


SECTION 3.14.  Margin
Regulations; Investment Company Act.  


 




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(a)          The Borrower
is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or
carrying margin stock.


 


(b)          None
of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.


 


SECTION 3.15.  Disclosure.  
The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions
to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection
with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan
Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


SECTION 3.16.  Compliance
with Laws.   Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which
(a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.


 


SECTION 3.17.  Broadcasting
Business.  


 


(a)          Each of
the Borrower and its Subsidiaries are the holders of all FCC Licenses duly issued in respect of all Broadcasting Stations owned
and operated by the Borrower and its Subsidiaries. As of the Effective Date, all of the FCC Licenses issued to the Borrower or
any of its Subsidiaries are as set forth on Schedule 3.17. Such FCC Licenses constitute all of the authorizations by the FCC
or any other Governmental Authority necessary for the operation of the business of the Borrower and its Subsidiaries substantially
in the manner presently being conducted by it, and such FCC Licenses are validly issued and in full force and effect, unimpaired
by any act or omission by the Borrower or its Subsidiaries. To the best of the Borrower’s knowledge, except as set forth
in Schedule 3.17, neither the Borrower nor any of its Subsidiaries is a party to any investigation, notice of violation, order
or complaint issued by or before the FCC which could reasonably be expected to have a Material Adverse Effect. Except for applications
for renewal of FCC Licenses that are pending or may become pending during the term of this Agreement, such proceedings that affect
the radio or television broadcasting industry generally and as set forth in Schedule 3.17, there are no proceedings by or
before the FCC, which could in any manner materially threaten or adversely affect the validity of any of such FCC Licenses. Neither
the Borrower nor any of its Subsidiaries has knowledge of a threat of any investigation, notice of violation, order, complaint
or proceeding before the FCC which could reasonably be expected to have a Material Adverse Effect or has any reason to believe
that any of such FCC License will not be renewed in the ordinary course.


 




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(b)          The
Borrower and each of its Subsidiaries (i) have duly and timely filed all filings which are required to be filed by the Borrower
and such Subsidiary under the Communications Act and the rules and regulations of the FCC, the failure to file of which could reasonably
be expected to have a Material Adverse Effect, and (ii) are in all respects in compliance with the Communications Act, including
the rules and regulations of the FCC relating to the transmission of radio and television signals, the failure to comply of which
could reasonably be expected to have a Material Adverse Effect.


 


(c)          Except
as set forth on Schedule 6.16, as of the Effective Date, neither the Borrower nor any of its Subsidiaries is a party to any
Local Marketing Agreement or Time Brokerage Agreement.


 


(d)          As
of the Effective Date, none of the Auxiliary Licenses, Secondary Station Licenses, Satellite Earth Station Licenses (as such term
is defined in the Communication Act) or Relocation Weather Radar Licenses (as such term is defined in the Communication Act) are
material to the business of the Borrower or any of its Subsidiaries.


 


SECTION 3.18.  Solvency.  
Each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent.


 


SECTION 3.19.  Casualty,
Etc.   Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any
fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of
the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


 


SECTION 3.20.  Common
Enterprise.  The successful operation and condition of each of the Loan Parties is dependent on the continued successful
performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties
is dependent on the successful performance and operation of each other Loan Party.  Each Loan Party expects to derive
benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit),
directly and indirectly, from (a) successful operations of each of the other Loan Parties and (b) the credit extended by the Lenders
to the Borrower hereunder, both in their separate capacities and as members of the group of companies.  Each Loan Party
has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such
Loan Party is within its purpose, in furtherance of its direct and/or indirect business interests, will be of direct and indirect
benefit to such Loan Party, and is in its best interest.


 


SECTION 3.21.  Anti-Corruption
Laws and Sanctions.  Each Loan Party has implemented and maintains in effect policies and procedures designed to
ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and employees and to the knowledge
of such Loan Party its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material
respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated
as a Sanctioned Person.  None of (a) any Loan Party, any Subsidiary or any of their respective directors, officers or
employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will
act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.  No
Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan
Documents will violate Anti-Corruption Laws or applicable Sanctions.


 




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SECTION 3.22.  Operating
Entities.  Each Loan Party is an operating entity except for Saga Radio Networks, LLC, a Delaware limited liability
company. Saga Radio Networks, LLC does not and will not own any material assets.


 


ARTICLE IV


 


Conditions


 


SECTION 4.01.  Effective
Date.  The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder
shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with
Section 9.02):


 


(a) Credit
Agreement and Loan Documents.  The Administrative Agent (or its counsel) shall have received (i) from each party
hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the
Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that
such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other certificates,
documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions
contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section
2.09 payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsels, addressed
to the Administrative Agent, the Issuing Bank and the Lenders and in each case in a form acceptable to the Administrative Agent.


 


(b) Financial
Statements and Projections.  The Lenders shall have received (i) audited consolidated financial statements of the
Borrower and its Subsidiaries for the 2013 and 2014 fiscal years, (ii) unaudited interim consolidated financial statements of the
Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered
pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall
not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial
condition of the Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause
(i) of this paragraph and (iii) satisfactory projections through 2017.


 


(c) Closing
Certificates; Certified Certificate of Incorporation; Good Standing Certificates.  The Administrative Agent shall
have received (i) a certificate of each Loan Party, dated as of the Effective Date and executed by its Secretary or Assistant Secretary,
which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and
performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers
of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, its Financial
Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation
of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct
copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii)
a long form good standing certificate for each Loan Party from its jurisdiction of organization.


 


(d) No
Default Certificate.  The Administrative Agent shall have received a certificate, signed by a Financial Officer of
the Borrower and each other Loan Party, dated as of the Effective Date (i) stating that no Default has occurred and is continuing,
(ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of such date, and
(iii) certifying as to any other factual matters as may be reasonably requested by the Administrative Agent.


 




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(e) Fees.  The
Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed
for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective
Date.  All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding
instructions given by the Borrower to the Administrative Agent on or before the Effective Date.


 


(f) Lien
Searches.  The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of
organization of each Loan Party and each jurisdiction where assets of the Loan Parties are located, and such search shall reveal
no Liens on any of the assets of the Loan Parties except for liens permitted by Section 6.01 or discharged on or prior to the Effective
Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.


 


(g) Pay-Off
Letter.  The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness
required to be repaid and which confirms that all Liens on any of the property of the Loan Parties constituting Collateral will
be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall
have been cash collateralized or supported by a Letter of Credit.


 


(h) Funding
Account.  The Administrative Agent shall have received a notice setting forth the deposit account of the Borrower
(the “Funding Account”) to which the Administrative Agent is authorized by the Borrower to transfer the proceeds
of any Borrowings requested or authorized pursuant to this Agreement.


 


(i) Collateral
Access and Control Agreements.  The Administrative Agent shall have received each of (i) the Collateral Access Agreements
required to be provided pursuant to the Security Agreement and (ii) the deposit account control agreements required to be provided
pursuant to the Security Agreement.


 


(j) Solvency.  The
Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date in form
and substance reasonably satisfactory to the Administrative Agent.


 


(k)   Pledged Equity Interests; Stock Powers; Pledged Notes.  The Administrative Agent shall have received (i) the certificates
representing the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged
to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed
transfer form in blank) by the pledgor thereof.


 


(l) Filings,
Registrations and Recordings.  Each document (including any UCC financing statement) required by the Collateral
Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create
in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein,
prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.01), shall be
in proper form for filing, registration or recordation.


 




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(m) Insurance.  The
Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to
the Administrative Agent and otherwise in compliance with the terms of this Agreement and the Security Agreement.


 


(n) Letter
of Credit Application.  The Administrative Agent shall have received a properly completed letter of credit application
(whether standalone or pursuant to a master agreement, as applicable) if the issuance of a Letter of Credit will be required on
the Effective Date.  


 


(o) Legal
Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which
shall be satisfactory to Administrative Agent in its sole discretion.


 


(p) USA
PATRIOT Act, Etc.  The Administrative Agent and Lenders shall have received all documentation and other information
required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including USA PATRIOT Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party.


 


(q) Other
Documents.  The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing
Bank, any Lender or their respective counsel may have reasonably requested.


 


The Administrative Agent shall notify the
Borrower, the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and binding.  Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00
p.m., Chicago time, on August 17, 2015 (and, in the event such conditions are not so satisfied or waived, the Revolving Commitments
shall terminate at such time).


 


SECTION 4.02.  Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)  The representations
and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the
same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of
such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and
that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all
respects).


 


(b)  At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such
Letter of Credit, as applicable, no Default shall have occurred and be continuing.


 


(c)   After
giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Aggregate
Revolving Exposure does not exceed the aggregate Revolving Commitments.


 




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Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date
thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 


ARTICLE V


 


Affirmative Covenants


 


Until the Revolving
Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case without any pending draw,
and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and
severally with all of the other Loan Parties, with the Lenders that it shall, and shall cause each Subsidiary to:


 


SECTION 5.01.  Financial
Statements.  Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Required Lenders:


 


(a)          as
soon as available, but in any event within 100 days after the end of each fiscal year of the Borrower, a consolidated and
consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated
and consolidating statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared
in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified
public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall
be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of such audit, and such consolidating statements
to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect
that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements
of the Borrower and its Subsidiaries;


 


(b)          as
soon as available, but in any event within 55 days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such
fiscal quarter, and the related consolidated and consolidating statements of income or operations, changes in shareholders’
equity, and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth
in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive
officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results
of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject
only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by the
chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are
fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and
its Subsidiaries; and


 


(c)          as
soon as available, but in any event within 30 days after the end of each fiscal year of the Borrower, an annual business plan
and budget of the Borrower and its Subsidiaries, in a form reasonably satisfactory to the Administrative Agent, for the upcoming
fiscal year.


 




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As to any information
contained in materials furnished pursuant to Section 5.02(d), the Borrower shall not be separately required to furnish
such information under Section 5.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation
of the Borrower to furnish the information and materials described in Sections 5.01(a) and (b) above at the
times specified therein.


 


SECTION 5.02.  Certificates;
Other Information.  Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory
to the Administrative Agent and the Required Lenders:


 


(a)          concurrently
with the delivery of the financial statements referred to in Section 5.01(a), a certificate of its independent certified
public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge
was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature
and status of such event;


 


(b)          concurrently
with the delivery of the financial statements referred to in Sections 5.01(a) and 5.01(b), a duly completed Compliance
Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower;


 


(c)          promptly
after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants
in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them;


 


(d)          promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements
which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of
1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent
pursuant hereto;


 


(e)          promptly
after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or
of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required
to be furnished to the Lenders pursuant to Section 5.01 or any other clause of this Section 5.02;


 


(f)          as
soon as available, but in any event within 30 days after the end of each fiscal year of the Borrower, a report summarizing
the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing
such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify;


 


(g)          promptly,
and in any event within ten days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other
correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning (i) any investigation
or possible investigation or (ii) other inquiry (other than any routine inquiry in the ordinary course of business) by such
agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;


 




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(h)          as
soon as practicable, and in any event within 10 days after the issuance, filing or receipt thereof, or upon obtaining knowledge
of a material complaint as provided in (iii) below, (i) copies of any order or notice of the FCC or a court of competent
jurisdiction which designates any Station License, or any application therefor, for a hearing or which refuses renewal or extension
of, or revokes or suspends the authority of any Broadcasting Station to which the Borrower or any of its Subsidiaries provides
services under a Local Marketing Agreement to operate, (ii) a copy of any citation, notice of violation or order to show cause
issued by the FCC, (iii) a copy of any material complaint filed by or with the FCC, or a petition to deny any application,
in each case with respect to such Borrower or any of its Subsidiaries, and (iv) a copy of any notice or application by the
Borrower of any of its Subsidiaries requesting authority to cease broadcasting on any Broadcasting Station for any period in excess
of forty-eight (48) hours;


 


(i)          copies
of each FCC form 323 Ownership Report (or any comparable form which may be substituted therefore by the FCC) filed with the FCC
with respect to each Broadcasting Station owned by Borrower or any of its Subsidiaries as soon as practicable, and in any event
within 30 days following (i) a request in writing by the Administrative Agent; (ii) filing such form if such form is
not available publicly by accessing the FCC’s worldwide web site (e.g., http://licensing.fcc.gov/prod/cdbs/pubacc/prod/own_search.htm);
or (iii) upon consummation of a Permitted Acquisition; and


 


(j)          promptly,
such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof,
or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably
request.


 


Documents required to be delivered pursuant
to Section 5.01(a) or (b) or Section 5.02(d) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on
the Internet at www.sagacommunications.com; or (ii) on which such documents are posted on the Borrower’s behalf
on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver
paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the
Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding
anything contained herein, in every instance the Borrower shall be required upon request of the Administrative Agent to provide
paper copies of the Compliance Certificates required by Section 5.02(b) to the Administrative Agent. Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such
request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such
documents.


 


The Borrower hereby
acknowledges that the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another Platform.


 


SECTION 5.03.  Notices.
Notify the Administrative Agent and each Lender:


 


(a)          of
the occurrence of any Default within five (5) days of obtaining knowledge thereof;


 




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(b)          promptly,
of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach
or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute,
litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws;


 


(c)          promptly,
of the occurrence of any ERISA Event which could reasonably be expected to result in a liability in excess of $1,000,000; and


 


(d)          promptly,
of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof.


 


Each notice pursuant
to Section 5.03 shall be accompanied by a statement of a Financial Officer of the Borrower setting forth details of
the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each
notice pursuant to Section 5.03(a) shall describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.


 


SECTION 5.04.  Payment
of Obligations.  Pay and discharge as the same shall become due and payable, all its obligations and liabilities,
including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless
the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become
a Lien upon its property; and (c) all Indebtedness, as and when due and payable subject to such grace period as are set forth
in the definition of Indebtedness and to any subordination provisions contained in any instrument or agreement evidencing such
Indebtedness.


 


SECTION 5.05.  Preservation
of Existence, Etc.   (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization; (b) take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse
Effect.


 


SECTION 5.06.  Maintenance
of Properties.   (a) Maintain, preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary
repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have
a Material Adverse Effect.


 


SECTION 5.07.  Maintenance
of Insurance.  Maintain with financially sound and reputable insurance companies that are not Affiliates of the Borrower,
insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances
by such other Persons and providing for not less than 30 days’ prior notice to the Administrative Agent of termination,
lapse or cancellation of such insurance.


 




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SECTION 5.08.  Compliance
with Laws.  Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or to its business or property including, without limitation, under the Communications Act and the
Federal Aviation Administration, applicable to it, except in such instances in which (a) such requirement of Law or order,
writ, injunction or decree is being properly contested in good faith by appropriate proceedings diligently conducted if so permitted
under applicable Law including, without limitation, the Communications Act; or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries shall at all times maintain
the Station Licenses and all other licenses, permits, permissions and other authorizations necessary to operate the radio and television
stations as currently operated by such Borrower and its Subsidiaries.  Each Loan Party will maintain in effect and enforce
policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers,
employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.09.  Books
and Records.   (a) 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 the
Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity
with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary,
as the case may be.


 


SECTION 5.10.  Inspection
Rights.  Permit representatives and independent contractors of the Administrative Agent and each Lender to visit
and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants,
all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Borrower; provided, however, that so long as no Default has occurred
and is continuing the Borrower will not be required to pay for more than one such inspection in any calendar year and further
provided however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal
business hours and without advance notice.


 


SECTION 5.11.  Use
of Proceeds.  Use the proceeds of the Borrowings and Letters of Credit (i) to refinance certain existing Indebtedness
of the Borrower; (ii) to pay fees and expenses incurred in connection with the Transactions; (iii) for Permitted Acquisitions;
and (iv) for working capital and for general corporate purposes not in contravention of any Law or of any Loan Document. The
Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries
and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of
Credit (x) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (y) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (z) in any manner that
would result in the violation of any Sanctions applicable to any party hereto.


 


SECTION 5.12.  Covenant
to Guarantee Obligations and Give Security.  


 


(a)          Upon the acquisition
of any property, other than an Excluded Asset, by any Loan Party, if such property, in the judgment of the Administrative Agent,
shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit
of the Secured Parties, then the Borrower shall, at the Borrower’s expense:


 




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(i)          within
10 Business Days after such acquisition, or such longer period as may be agreed to in writing by the Administrative Agent, furnish
to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,


 


(ii)         within
15 Business Days after such acquisition, or such longer period as may be agreed to in writing by the Administrative Agent, cause
the applicable Loan Party to duly execute and deliver to the Administrative Agent Security Agreement Supplements, IP Security Agreement
Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative
Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on
all such properties,


 


(iii)        within
30 days after such acquisition, or such longer period as may be agreed to in writing by the Administrative Agent, cause the
applicable Loan Party to take whatever action (including the filing of UCC financing statements) may be necessary or advisable
in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative
Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties, and


 


(iv)        within
60 days after such acquisition, or such longer period as may be agreed to in writing by the Administrative Agent, deliver
to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable
opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the
Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the
Administrative Agent may reasonably request.


 


(b)          At
any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and
take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as
applicable) in perfecting and preserving the Liens of, such guaranties, Security Agreement Supplements, IP Security Agreement Supplements
and other security and pledge agreements.


 


SECTION 5.13.  Compliance
with Environmental Laws.  Comply, and cause all lessees and other Persons operating or occupying its properties to
comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental
Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake
any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties,
in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries
shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is
being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances
in accordance with GAAP.


 


SECTION 5.14.  Further
Assurances.  Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a)
correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or
recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any
and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through
the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the
Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’
properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents,
(iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended
to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto
the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document
or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries
is or is to be a party, and cause each of its Subsidiaries to do so.


 




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SECTION 5.15.  Compliance
with Terms of Leaseholds.  Make all payments and otherwise perform all obligations in respect of all leases of real
property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such
leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent
of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any
such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually
or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.


 


SECTION5.16.  Reserved.  


 


SECTION5.17.  Material
Contracts.  Perform and observe all the terms and provisions of each Material Contract to be performed or observed
by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its
terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of
the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and
reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause
each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.


 


SECTION 5.18.  Treasury
Management.  Within 150 days after closing, the Borrower and its Domestic Subsidiaries shall maintain all of its
treasury, depository and cash management arrangements with a Lender to the extent that the fees, charges, interest payments and
other account arrangements are competitive with those of similar banks in the marketplace, excluding (i) petty cash accounts holding
in the aggregate, for all of such accounts at any time, of not more than $2,500,000, and (ii) payroll and benefit accounts; such
accounts in (i) and (ii) immediately preceding will not be subject to any deposit account control agreements. In the event that
Borrower reasonably determines that a Lender is not so competitive, the Borrower and its Domestic Subsidiaries may maintain other
such accounts so long as such party delivers a deposit account control agreement therefor reasonably satisfactory to the Administrative
Agent.


 


SECTION 5.19.  Additional
Subsidiaries.  If any Subsidiary (other than any Subsidiary that is prohibited by applicable law from guaranteeing
the Obligations and/or providing any security therefor) is formed or acquired after the Effective Date, the Borrower will notify
the Administrative Agent in writing thereof not later than the fifteenth Business Day after the date on which such Subsidiary is
formed or acquired and (i) the Borrower will cause such Subsidiary to (a) execute and deliver each applicable Collateral Document
(or otherwise become a party thereto in the manner provided therein) and become a party to each applicable Loan Document in the
manner provided therein, in each case not later than the tenth Business Day after the date on which such Subsidiary is formed (or
such longer period as may be agreed to in writing by the Administrative Agent), (b) within 30 days after such formation or acquisition
(or such longer period as may be agreed to in writing by the Administrative Agent), cause such Subsidiary and each direct and indirect
parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of UCC financing statements
and the giving of notices) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative
Agent valid and subsisting Liens on the property (other than the Excluded Assets) purported to be subject to Security Agreement
Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 5.19, enforceable
against all third parties in accordance with their terms, and (c) promptly take such other actions to create and perfect Liens
on such Subsidiary’s assets to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably
request and (ii) the Borrower will cause the Equity Interests of such Subsidiary and promissory notes and other instruments evidencing
loans, advances and other debt of such Subsidiary held by the Borrower or any other Subsidiary to be pledged pursuant to the Collateral
Documents not later than the fifteenth Business Day after the date on which such Subsidiary is formed or acquired or by such later
date as agreed to in writing by the Administrative Agent.


 




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ARTICLE VI


 


Negative Covenants


 


Until the Revolving Commitments
shall have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable
under any Loan Document shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case without
any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees,
jointly and severally with all of the other Loan Parties, with the Lenders that it shall not, nor shall it permit any Subsidiary
to, directly or indirectly:


 


SECTION 6.01.  Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired,
or sign or file or suffer to exist under the UCC of any jurisdiction a financing statement that names the Borrower or any of its
Subsidiaries as debtor, or assign any accounts or other right to receive income, including, without limitation, in any Excluded
Assets, other than the following:


 


(a)          Liens
pursuant to any Loan Document;


 


(b)          Liens
existing on the date hereof and listed on Schedule 3.08(b) and any renewals or extensions thereof, provided
that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except
as contemplated by Section 6.02, (iii) the direct or any contingent obligor with respect thereto is not changed, and
(iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.02;


 


(c)          Liens
for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)          carriers’,
warehousemen’s, mechanics’ , materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;


 


(e)          pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA;


 




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(f)          deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(g)          easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Person;


 


(h)          Liens
securing judgments for the payment of money not constituting an Event of Default under clause (h) of Article VII;


 


(i)          purchase
money security interests on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, provided
that (i) such security interests secure Indebtedness permitted by Section 6.02(c), (ii) such security interests
and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such
construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or
improving such fixed or capital assets, (iv) such security interest shall not apply to any other property or assets of the
Borrower or any Subsidiary and (v) the amount of Indebtedness permitted to be secured hereunder, shall not exceed $10,000,000
in the aggregate at any time outstanding; and


 


(j)          security
interests existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary,
provided that (i) such security interests secure Indebtedness permitted by Section 6.02(d), (ii) such security
interests are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable,
(iii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary and (iv) such
security interests shall secure only the Indebtedness that they secure on the date of such acquisition or the date such Person
becomes a Subsidiary, as applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding
principal amount thereof.


 


SECTION 6.02.  Indebtedness.  Create,
incur, assume or suffer to exist any Indebtedness, except:


 


(a)          Indebtedness
under the Loan Documents;


 


(b)          Indebtedness
outstanding on the date hereof and listed on Schedule 6.02 and any refinancings, refundings, renewals or extensions thereof;
provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any
contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal
or extension;


 


(c)          Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured
by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof, provided that (A) such Indebtedness is incurred prior to or within
90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of
Indebtedness permitted by this subsection (c) shall not, without duplication, exceed $10,000,000 at any time outstanding;


 




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(d)          Indebtedness
of any Person that becomes a Subsidiary after the Effective Date, provided that (A) such Indebtedness exists at the time such Person
becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (B) the
aggregate principal amount of Indebtedness permitted by this subsection (d) shall not, without duplication, exceed $5,000,000 at
any time outstanding;


 


(e)          Indebtedness
of the Borrower to any Guarantor and of any Guarantor to the Borrower or any other Guarantor;


 


(f)          Guarantees
by the Borrower of Indebtedness of any Guarantor and by any Guarantor of Indebtedness of the Borrower or any other Guarantor, provided
that such Indebtedness is otherwise permitted by this Section 6.02;


 


(g)          other
unsecured Indebtedness of the Borrower and its Subsidiaries in an aggregate principal amount not exceeding $10,000,000 at any time
outstanding;


 


(h)          Indebtedness
from the guaranty of obligations of Surtsey Media, LLC in an aggregate amount not to exceed $1,100,000, as reduced from time to
time, in form and substance otherwise reasonably acceptable to the Administrative Agent; and


 


(i)          Indebtedness
in respect of Swap Agreements, provided that such transaction is entered into for risk management purposes and not for speculative
purposes.


 


SECTION 6.03.  Investments.  Make
or hold any Investments, except:


 


(a)          Investments
held by the Borrower and its Subsidiaries in the form of Cash Equivalents;


 


(b)          Investments
amongst the Borrower and its Subsidiaries;


 


(c)          so
long as no Default or Event of Default shall have occurred and be continuing or would result from such Investment, additional Investments
by the Borrower and its Subsidiaries, up to an aggregate amount of all such Investments made after the Effective Date not to exceed
$7,500,000 (in each case determined without regard to any write-downs or write-offs);


 


(d)          Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(e)          Guarantees
permitted by Section 6.02;


 


(f)          Investments
existing on the date hereof and set forth on Schedule 3.08(e);


 


(g)          any
Permitted Acquisition and any deposits, loans and advances in connection with any Permitted Acquisition, provided that any such
loan or advance shall be in lieu of a deposit, shall be on a short-term basis pending the closing of such Permitted Acquisition
and, if such loan or advance is secured, the applicable Loan Party’s security interest shall be assigned to the Administrative
Agent;


 




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(h)          Investments
constituting deposits made in connection with the purchase of goods or services in the ordinary course of business;


 


(i)          Investments
in respect of Swap Agreements, provided that such transaction is entered into for risk management purposes and not for speculative
purposes; and


 


(j)          loans
to directors, officer and employees of the Borrower or any Subsidiary, provided that (i) at the time thereof and immediately after
giving effect thereto no Default or Event of Default shall have occurred and be continuing, (ii) loans to any one director, officer
or employee shall not exceed $300,000 at any time outstanding, (iii) the aggregate amount of loans to all directors, officers and
employees shall not exceed $1,000,000 in the aggregate at any time outstanding, (iv) no loan may be made to a director or executive
officer of the Borrower and (v) to the extent prohibited by applicable law, no loan may be made to a director or executive officer
of any Subsidiary.


 


SECTION 6.04.  Fundamental
Changes.  Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor
of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:


 


(a)          any
wholly-owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entity, and any wholly-owned
Subsidiary may merge into any Subsidiary Guarantor in a transaction in which such Subsidiary Guarantor is the surviving entity;


 


(b)          any
Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to any Subsidiary
Guarantor;


 


(c)          the
Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets in a transaction that is not permitted
by this Section 6.04, provided that such sale, transfer, lease or other disposition is permitted by Section 6.05;


 


(d)          the
Borrower may declare and pay, and agree to pay, dividends with respect to its Equity Interests payable solely in perpetual common
Equity Interests;


 


(e)          any
wholly-owned Subsidiary may declare and pay dividends with respect to its Equity Interests to the Borrower; and


 


(f)          any
Subsidiary that does not have any material assets may liquidate or dissolve if all of its assets are transferred to the Borrower
or to any Subsidiary Guarantor.


 


SECTION 6.05.  Dispositions.  Make
any Disposition or enter into any agreement to make any Disposition, except:


 


(a)          Dispositions
of obsolete or worn out property or property no longer used or useful in the business of the Borrower and its Subsidiaries, whether
now owned or hereafter acquired, in the ordinary course of business;


 


(b)          Dispositions
of inventory in the ordinary course of business;


 




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(c)          Dispositions
of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement
property;


 


(d)          Dispositions
of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property
is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;


 


(e)          non-exclusive
licenses of intellectual property rights in the ordinary course of business and substantially consistent with past practice for
terms not exceeding five years;


 


(f)          Disposition
of Cash Equivalents in the ordinary course of business;


 


(g)          Dispositions
of owned or leased vehicles in the ordinary course of business;


 


(h)          Disposition
of leased real estate in the ordinary course of business; and


 


(i)          so
long as no Default or Event of Default has occurred and is continuing, other Dispositions of property where the aggregate fair
market value of all such Dispositions of property after the Effective Date is not in excess of $7,500,000.


 


SECTION 6.06.  Restricted
Payments.  Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except that, so long as no Default
or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom:


 


(a)          each
Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Person
that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest
in respect of which such Restricted Payment is being made;


 


(b)          the
Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or
other common Equity Interests of such Person;


 


(c)          the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from
the substantially concurrent issue of new common Equity Interests or from the dividends permitted under subsection (d) immediately
following;


 


(d)          so
long as no Default or Event of Default has occurred and is continuing, and no Default or Event of Default would occur after giving
effect to such dividend or repurchase, the Borrower may (i) declare or pay cash dividends to its stockholders and (ii) repurchase
any outstanding Equity Interests held by its stockholders, if after giving effect to any proposed Restricted Payment under (i)
or (ii), the aggregate amount of such proposed Restricted Payments made during any fiscal year does not exceed, in the aggregate,
the amount which, if paid, would create an Event of Default under the pro forma calculation of the Consolidated Fixed Charge Coverage
Ratio, after giving effect to any proposed Restricted Payment, based upon the trailing twelve-month calculation as of the last
day of the month immediately preceding the month such Restricted Payment is made; provided that if the Consolidated Net Leverage
Ratio is less than 2.50:1.00 as of the last day of such month, such pro forma calculation is not required and no such Consolidated
Fixed Charge Coverage Ratio test will be required; and


 




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(e)          the
Borrower may issue and sell its common Equity Interests, so long as no Change of Control results therefrom.


 


SECTION 6.07.  Change
in Nature of Business.  Engage in any material line of business substantially different from those lines of business
conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.


 


SECTION 6.08.  Transactions
with Affiliates.  Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the
ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary
as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person
other than an Affiliate.


 


SECTION 6.09.  Burdensome
Agreements.  Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan
Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to
otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof
and set forth on Schedule 6.09 or (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement
was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of any Subsidiary to Guarantee
the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided
in favor of any holder of Indebtedness permitted under Section 6.02(i) solely to the extent any such negative pledge relates to
the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such
Person if a Lien is granted to secure another obligation of such Person.


 


SECTION 6.10.  Use
of Proceeds.  Use the proceeds of any Borrowing or Letter of Credit, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to
extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for
such purpose.


 


SECTION 6.11.  Financial
Covenants.  


 


(a)          Consolidated
Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower (as calculated
for the period of four consecutive fiscal quarters then ending) to be greater than 3.50:1.00; or


 


(b)          Consolidated
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the
Borrower (as calculated for the period of four consecutive fiscal quarters then ending) to be less than 1.15:1.00.


 


SECTION 6.12.  Amendments
of Organization Documents.  The Borrower will not, and will not permit its Subsidiaries to, amend, modify or waive
any of its rights under its Organizational Documents other than immaterial amendments, modifications or waivers that could not
reasonably be expected to adversely affect the Administrative Agent or any of the Lenders.


 


SECTION 6.13.  Accounting
Changes.  Make any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal
year or fiscal quarters.


 




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SECTION 6.14.  Prepayments,
Etc. of Indebtedness.  Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof
in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the
Loans and Letters of Credit in accordance with the terms of this Agreement and (b) regularly scheduled or required repayments or
redemptions of Indebtedness set forth in Schedule 6.02 and refinancings and refundings of such Indebtedness in compliance
with Section 6.02(b).


 


SECTION 6.15.  Amendment,
Etc..  Amend, modify or change in any manner any material term or condition of any Indebtedness set forth in Schedule
6.02, except for any refinancing, refunding, renewal or extension thereof permitted by Section 6.02(b).


 


SECTION 6.16.  Local
Marketing Agreements and Time Brokerage Agreements.  


 


(a)          The
Borrower will not, and will not permit any Subsidiary to, enter into any Local Marketing Agreements (other than with the Borrower
or any Subsidiary with respect to another Broadcasting Station of the Borrower or any Subsidiary), except for any Local Marketing
Agreements in effect on the Effective Date and listed on Schedule 6.16 or otherwise established on commercially reasonable
terms (as determined in the reasonable opinion of the Borrower) in connection with a Permitted Acquisition.


 


(b)          The
Borrower will not, and will not permit any Subsidiary to, enter into any Time Brokerage Agreements (other than with the Borrower
or any Subsidiary with respect to another Broadcasting Station of the Borrower or any Subsidiary), except for any Time Brokerage
Agreements in effect on the Effective Date and listed on Schedule 6.16.


 


(c)          The
Borrower will not, and will not permit any Subsidiary to, enter into any Shared Services Agreements (other than the Borrower or
any Subsidiary with respect to another Broadcasting Station of the Borrower or any Subsidiary), except for any Shared Services
Agreements in effect on the Effective Date and listed on Schedule 3.17 or otherwise established on commercially reasonably
terms (as determined in the reasonably opinion of the Borrower and approved by the Administrative Agent, such approval not to be
unreasonably withheld or delayed) in connection with one or more Permitted Acquisitions.


 


SECTION 6.17.  Equity
Interests.  The Borrower will not issue any Disqualified Equity Interests, or be or become liable in respect of any
obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Equity Interests
of the Borrower, except as permitted under Section 6.06. The Borrower will not permit any Subsidiary to issue any Equity Interest
which is not pledged to the Administrative Agent.


 


ARTICLE VII


 


Events of Default


 


If any of the following
events (“Events of Default”) shall occur:


 


(a)          Non-Payment.
The Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of principal of any Loan
or any LC Disbursement or deposit any funds as cash collateral to the LC Collateral Account, or (ii) pay within three days after
the same becomes due, any interest on any Loan or on any LC Disbursement, or any fee due hereunder, or (iii) pay within five days
after the same becomes due, any other amount payable hereunder or under any other Loan Document; or


 




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(b)          Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 5.01, 5.02,
5.03, 5.05, 5.07, 5.10, 5.11, 5.12, 5.14, 5.18, 5.19 or Article VI; or


 


(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in clauses (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect when made or deemed made; or


 


(e)          Cross-Default.
(i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness
under Swap Agreements) having an aggregate principal amount (including undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to
observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is
to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise),
or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee
to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Agreement an Early
Termination Date (as defined in such Swap Agreement) resulting from (A) any event of default under such Swap Agreement as to which
a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Agreement) or (B) any Termination Event
(as defined in such Swap Agreement) under such Swap Agreement as to which a Loan Party or any Subsidiary thereof is an Affected
Party (as defined in such Swap Agreement) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary
as a result thereof is greater than the Threshold Amount; or


 


(f)          Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part
of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding
under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the
consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such
proceeding; or


 


(g)          Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process
is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded
within 30 days after its issue or levy; or


 




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(h)          Judgments.
There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of
money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified
of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which
a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


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


 


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


 


(k)          Change
of Control. There occurs any Change of Control; or


 


(l)          Collateral
Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 5.12 shall for any reason (other than
pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section
6.01) on the Collateral purported to be covered thereby; or


 


(m)          FCC
Licenses. Any FCC License of the Borrower or any Subsidiary is revoked or canceled, expires or is suspended for more than five
consecutive days, other than (to the extent not otherwise prohibited by the Loan Documents) by reason of (i) a voluntary surrender
(consented to by the Administrative Agent), not in response to any adverse action or threatened adverse action by any Governmental
Authority, or (ii) a disposition permitted by this Agreement, and such revocation, cancellation, expiration or suspension has a
Material Adverse Effect.


 


then, and in every such event (other than
an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take
either or both of the following actions, at the same or different times:  (i) terminate the Revolving Commitments,
whereupon the Revolving Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in
which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations
of the Borrower accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower; and in the case of any event with respect to the Borrower
described in clause (h) or (i) of this Article, the Revolving Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder,
shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by the Borrower.  Upon the occurrence and during the continuance of an Event of Default, the
Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans
and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Administrative Agent
under the Loan Documents or at law or equity, including all remedies provided under the UCC.


 




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ARTICLE VIII


 


The Administrative Agent


 


SECTION 8.01. Appointment.
Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of
the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required
under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Bank hereby grants to the Administrative
Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s
or Issuing Bank’s behalf.  The provisions of this Article are solely for the benefit of the Administrative Agent
and the Lenders (including the Swingline Lender and the Issuing Bank), and the Loan Parties shall not have rights as a third party
beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein
or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, such
term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent
contracting parties.


 


SECTION 8.02. Rights
as a Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as
a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of business with any Loan Party or any Subsidiary or any
Affiliate thereof as if it were not the Administrative Agent hereunder.


 


SECTION 8.03. Duties
and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the
Loan Documents.  Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing
by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary
that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.  The
Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)
or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court
of competent jurisdiction.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and
until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral
or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.  


 




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SECTION 8.04. Reliance.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or
sent by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.  The Administrative
Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.


 


SECTION 8.05.  Actions
through Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers through their respective Related Parties.  The
exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as the Administrative Agent.


 


SECTION 8.06. Resignation.
Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative
Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.  Upon any such resignation,
the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor.  If no successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after
the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank.  Upon the acceptance of its appointment as Administrative Agent hereunder by its successor,
such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other
Loan Documents.  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor, unless otherwise agreed by the Borrower and such successor.  Notwithstanding the foregoing, in the
event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice
of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness
of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to
the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent
shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the
case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until
such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being
understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under
any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required
Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent,
provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the
account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other
communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to
each Lender and each Issuing Bank.  Following the effectiveness of the Administrative Agent’s resignation from
its capacity as such, the provisions of this Article, Section 2.16(d) and Section 9.03, as well as any exculpatory, reimbursement
and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause
(a) above.


 




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SECTION 8.07. Non-Reliance.


 


(a)          Each Lender acknowledges
and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business
enterprise or securities.  Each Lender further represents that it is engaged in making, acquiring or holding commercial
loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement as a Lender, and to make, acquire or hold Loans hereunder.  Each Lender shall, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain
material, non-public information within the meaning of the U.S. securities laws concerning the Borrower and its Affiliates) as
it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder and in deciding
whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations
hereunder.


 


(b)          Each Lender hereby
agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (ii) the Administrative
Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the
information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not be liable for
any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing
any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan
Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative
Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly
for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this
Agreement; and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (A)
it will hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender
may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that
the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s participation in, or the indemnifying
Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative
Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs,
expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative Agent or any such other
Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying
Lender.


 




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SECTION 8.08. Other
Agency Titles.   The Lenders designated hereunder as “Syndication Agent” or “Documentation Agent”
shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable
to all Lenders as such.  Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender.  Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders
in their respective capacities as “Syndication Agent” or “Documentation Agent”, as applicable, as it makes
with respect to the Administrative Agent in the preceding paragraph.


 


SECTION 8.09.  Not
Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties.


 


(a)          The Lenders are not
partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein
in case of the Administrative Agent) authorized to act for, any other Lender.  The Administrative Agent shall have the
exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such
principal or interest has become due and payable pursuant to the terms of this Agreement.


 


(b)          In its capacity,
the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured
party” as defined in the UCC.  Each Lender authorizes the Administrative Agent to enter into each of the Collateral
Documents to which it is a party and to take all action contemplated by such documents.  Each Lender agrees that no Secured
Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any
Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative
Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents.  In the event that any Collateral
is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized,
and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or
appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.  


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01.  Notices.  


 


(a)          Except in the case
of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject in each case
to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:


 




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(i)  if
to any Loan Party, to it in care of the Borrower at:


Saga Communications,
Inc.


73 Kercheval
Ave.


Grosse Pointe
Farms, Michigan 48236


Attention: Samuel D. Bush, Senior
Vice President, Treasurer and Chief Financial Officer


Telephone No:
313.886.7070


Telecopier
No: 313.886.7150


E-mail: sbush.sagacom.com


 


(ii)  if
to the Administrative Agent, the Swingline Lender, or the Issuing Bank, to JPMorgan Chase Bank, N.A. at:


 


JPMorgan Chase
Bank, N.A.


Middle Market
Servicing


10 South Dearborn,
Floor L2


Suite IL1-0480


Chicago, IL,
60603-2300


Attention:
Brian Dance


Fax No: 888-303-9732


 


(iii)
if to any other Lender, to it at its address or fax number set forth in its Administrative Questionnaire.


 


All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail shall be deemed to have been given when
received, (ii) sent by fax shall be deemed to have been given when sent, provided that if not given during normal business
hours for the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day of the recipient, or (iii) delivered through Electronic Systems to the extent provided in paragraph (b) below shall
be effective as provided in such paragraph.


 


(b)          Notices and other
communications to the Lenders hereunder may be delivered or furnished by Electronic Systems pursuant to procedures approved by
the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to compliance and no
Default certificates delivered pursuant to Section 5.02(b) unless otherwise agreed by the Administrative Agent and the applicable
Lender.  Each of the Administrative Agent and the Borrower (on behalf of the Loan Parties) may, in its discretion, agree
to accept notices and other communications to it hereunder by Electronic Systems pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications.  Unless the Administrative Agent
otherwise proscribes, all such notices and other communications (i) sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business
hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice
or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above,
if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day of the recipient.


 




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(c)          Any party hereto
may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the other
parties hereto.  


 


(d)           Electronic Systems.


 


(i)            Each
Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar Electronic System.


 


(ii)          Any
Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications.  No warranty of any kind, express, implied or statutory, including any warranty of merchantability,
fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made
by any Agent Party in connection with the Communications or any Electronic System.  In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or
the other Loan Parties, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including direct or
indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out
of the Borrower’s, any other Loan Party’s or the Administrative Agent’s transmission of communications through
an Electronic System.  “Communications” means, collectively, any notice, demand, communication, information,
document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated
therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications
pursuant to this Section, including through an Electronic System.


 


SECTION 9.02.  Waivers;
Amendments.


 


(a)          No failure
or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power.  The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder
and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No
waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the
making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.


 




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(b)          Neither
this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in
the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders
or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative
Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that
no such agreement shall (A) increase the Revolving Commitment of any Lender without the written consent of such Lender (including
any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce
the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each
Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (C) postpone any scheduled date of payment
of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any
Revolving Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly
affected thereby, (D) change Section 2.17(b) or (d) in a manner that would alter the manner in which payments are shared, without
the written consent of each Lender (other than any Defaulting Lender), (E) change any of the provisions of this Section or the
definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any
consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, (F)
change Section 2.19, without the consent of each Lender (other than any Defaulting Lender), (G) release any material Loan Guarantor
from its obligation under its Loan Guaranty or Obligation Guaranty (except as otherwise permitted herein or in the other Loan Documents),
without the written consent of each Lender (other than any Defaulting Lender), or (H) except as provided in clause (c) of this
Section or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each Lender
(other than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, the Swingline Lender or the Issuing Bank hereunder without the prior written consent
of the Administrative Agent, the Swingline Lender or the Issuing Bank, as the case may be (it being understood that any amendment
to Section 2.19 shall require the consent of the Administrative Agent, the Swingline Lender and the Issuing Bank).  The
Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04.
Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or
duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by
an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected
Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders
hereunder at the time.


 


(c)          The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to
release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all of
the Revolving Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations),
and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting
property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the
sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively
on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100%
of the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty or Obligation Guaranty
provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated
in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral
in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII.  Except
as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written
authorization of the Required Lenders; provided that the Administrative Agent may, in its discretion, release its Liens
on Collateral valued in the aggregate not in excess of $1,000,000 during any calendar year without the prior written authorization
of the Required Lenders (it being agreed that the Administrative Agent may rely conclusively on one or more certificates of the
Borrower as to the value of any Collateral to be so released, without further inquiry).  Any such release shall
not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or
obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale,
all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents
in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 




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(d)          If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower, the
Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due
to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements
of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such
replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder
to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections
2.14 and 2.16, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement
under Section 2.15 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.


 


(e)          Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement
this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


SECTION 9.03.  Expenses;
Indemnity; Damage Waiver.


 


(a)          The Loan
Parties, jointly and severally, shall pay all (i) reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with
the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit
facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers
of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred by the Administrative Agent,
the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan
Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.  Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality
of the foregoing, fees, costs and expenses incurred in connection with:


 




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(A)         appraisals
and insurance reviews;


 


(B)         field
examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or
the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination;


 


(C)         background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 


(D)         Taxes,
fees and other charges for (i) lien and title searches and title insurance and (ii) recording the Mortgages, filing financing statements
and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


(E)         sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take;
and


 


(F)         forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and
costs and expenses of preserving and protecting the Collateral.  


 


All of the foregoing fees, costs and expenses
may be charged to the Borrower as Revolving Loans or to another deposit account, all as described in Section 2.17(c).


 


(b)         The
Loan Parties, jointly and severally, shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement
or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or Release of Hazardous Materials on or from any property owned or operated by a Loan Party or a Subsidiary, or any Environmental
Liability related in any way to a Loan Party or a Subsidiary, (iv) the failure of a Loan Party to deliver to the Administrative
Agent the required receipts or other required documentary evidence with respect to a payment made by such Loan Party for Taxes
pursuant to Section 2.16, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party or their respective
equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.
This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from
any non-Tax claim.


 




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(c)         To the extent that
any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), the Swingline
Lender or the Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Swingline Lender or the Issuing Bank (or any Related Party of any of the
foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount (it being understood that the Borrower’s failure to pay any
such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense
or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent, the Swingline Lender or the Issuing Bank in its capacity as such.


 


(d)         To the extent permitted
by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, (i) for any
damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other
information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of
Credit or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall relieve any Loan Party of
any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against
such Indemnitee by a third party.


 


(e)         All amounts due under
this Section shall be payable promptly after written demand therefor.


 


SECTION 9.04.  Successors
and Assigns.  


 


(a)         The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign
or otherwise transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the
extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement.


 


(b)(i)       Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment,
participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to
be unreasonably withheld) of:


 


(A)         the
Borrower, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, and provided
further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default has occurred and is continuing, any other assignee;


 


(B)         the
Administrative Agent;


 




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(C)         the
Issuing Bank; and


 


(D)         the
Swingline Lender.


 


(ii)          Assignments
shall be subject to the following additional conditions:


 


(A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving Commitment or Loans
of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the
Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default
has occurred and is continuing;


 


(B)         each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the
Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation
fee of $3,500; and


 


(D)         the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information
about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and
who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal
and state securities laws.


 


For the purposes of
this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following
meanings:


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Ineligible
Institution” means a (a) natural person, (b) a Defaulting Lender or its Parent, (c) company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, such company,
investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose
of acquiring any Loans or Revolving Commitments, (y) is managed by a professional advisor, who is not such natural person or a
relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater
than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions
of credit in the ordinary course of its business or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party.


 




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(iii)        Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14,
2.15, 2.16 and 9.03).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)        The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Revolving Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The
Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 


(v)         Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative
Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)
of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that
if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section
2.04, 2.05(d) or (e), 2.06(b), 2.17(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment
and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together
with all accrued interest thereon.  No assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.


 


(c) Any Lender may, without
the consent of the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Bank, sell participations to one or
more banks or other entities (a “Participant”) other than an Ineligible Institution in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans
owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged; (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the
Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 9.02(b) that affects such Participant.  The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations
therein, including the requirements under Sections 2.16(f) and (g) (it being understood that the documentation required under
Section 2.16(f) shall be delivered to the participating Lender and the information and documentation required under Section 2.16(g)
will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject
to the provisions of Sections 2.17 and 2.18 as if it were an assignee under paragraph (b) of this Section; and (B) shall
not be entitled to receive any greater payment under Sections 2.14 or 2.16 with respect to any participation than its participating
Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change
in Law that occurs after the Participant acquired the applicable participation.


 




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Each Lender that sells
a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to
effectuate the provisions of Section 2.18(b) with respect to any Participant.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees
to be subject to Section 2.17(d) as though it were a Lender.  Each Lender that sells a participation shall, acting
solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this
Agreement or any other Loan Document (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant’s interest in any Revolving Commitments, Loans, Letters of Credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Revolving Commitment,
Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name
is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register.


 


(d)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 


SECTION 9.05.  Survival.  All
covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or
other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making
of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default
or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Commitments have not expired or terminated.  The
provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters
of Credit and the Revolving Commitments or the termination of this Agreement or any other Loan Document or any provision hereof
or thereof.


 




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SECTION 9.06. Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)          This Agreement
may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and
any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.


 


(b)          Delivery of an executed counterpart of a signature
page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed
signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to any document
to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the Michigan Uniform Electronic Transactions Act or any other similar state laws based on the Uniform
Electronic Transactions Act.


 


SECTION 9.07. Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


SECTION 9.08. Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate
to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by such Lender, irrespective
of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured.
The applicable Lender shall notify the Borrower and the Administrative Agent of such set-off or application, provided that
any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this
Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.


 


SECTION 9.09. Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)          The Loan Documents
(other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with
the internal laws (and not the law of conflicts) of the State of Michigan, but giving effect to federal laws applicable to national
banks.


 




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(b)           Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S.
federal court in Michigan or Michigan state court in any action or proceeding arising out of or relating to any Loan Documents,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted
by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in
this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party
or its properties in the courts of any jurisdiction.


 


(c)           Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


(d)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


SECTION 9.10. WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


SECTION 9.11. Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 




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SECTION 9.12. Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal process,
(d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties
and their obligations, (g) with the consent of the Borrower, (h) to any Person providing a Guarantee of all or any portion of the
Secured Obligations, or (i) to the extent such Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential
basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information
received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative
Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrower and other than information
pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that
serve the lending industry; provided that, in the case of information received from the Borrower after the date hereof,
such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


SECTION 9.13. Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and
the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined
in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to
the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrower in violation
of any Requirement of Law.


 


SECTION 9.14. USA
PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant
to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party,
which information includes the name and address of such Loan Party and other information that will allow such Lender to identify
such Loan Party in accordance with the USA PATRIOT Act.


 


SECTION 9.15.
Disclosure. Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent
and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any of the
Loan Parties and their respective Affiliates.


 


SECTION 9.16. Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit
of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable
law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or
control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative
Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral
in accordance with the Administrative Agent’s instructions.


 




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SECTION 9.17. Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect
of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


SECTION 9.18. Marketing
Consent. The Borrower hereby authorizes JPMCB and its affiliates (including without limitation JPMorgan Securities LLC) (collectively,
the “JPMCB Parties”), at their respective sole expense, but without any prior approval by the Borrower, to publish
such tombstones and give such other publicity to this Agreement as each may from time to time determine in its sole discretion.
The foregoing authorization shall remain in effect unless the Borrower notifies JPMCB in writing that such authorization is revoked.


 


SECTION 9.19. FCC
Compliance. Notwithstanding anything to the contrary contained herein or in any of the Collateral Documents, the Administrative
Agent and the other Credit Parties will not take any action pursuant to this Agreement or any of the Collateral Documents that
would constitute or result in any assignment of an FCC License, Auxiliary License, Secondary Station License, Satellite Earth Station
License (as such term is defined in the Communications Act) or Relocation Weather Radar License (as such term is defined in the
Communications Act), or any change of control of the Broadcasting Stations if such assignment of FCC License, Auxiliary License,
Secondary Station License, Satellite Earth Station License or Relocation Weather Radar License, or change of control would require
under then existing law (including the published rules and regulations promulgated by the FCC), the prior approval of the FCC,
without first obtaining such approval of the FCC. The Administrative Agent and each other Credit Party specifically agree that
(a) voting rights in the Equity Interests of the Loan Parties (the "Pledged Equity Interests") will remain with
the holders of such voting rights upon and following the occurrence of an Event of Default unless any required prior approvals
of the FCC to the transfer of such voting rights shall have been obtained; (b) upon and following the occurrence of any Event of
Default and foreclosure upon the Pledged Equity Interests by the Administrative Agent and the Credit Parties, there will be either
a public or private arm's-length sale of the Pledged Equity Interests; and (c) prior to the exercise of voting rights by the purchaser
at any such sale, all prior consents of the FCC required by applicable law will be obtained. The Borrower agrees to take any action
which the Administrative Agent and/or the other Credit Parties may reasonably request in order to obtain and enjoy the full rights
and benefits granted to the Administrative Agent and the Credit Parties by this Agreement including specifically, at the Borrower's
own cost and expense, the use of the commercially reasonable efforts of the Borrower to assist in obtaining approval of the FCC,
if applicable, for any action or transaction contemplated by this Agreement or the Collateral Documents which is then required
by law, and specifically, without limitation, upon request following the occurrence of an Event of Default, to prepare, sign and
file (or cause to be prepared, signed or filed) with the FCC any portion of any application or applications for consent to the
assignment of license or transfer of control required to be signed by the Borrower and necessary or appropriate under the FCC's
rules and regulations for approval of any sale or transfer of any of the Equity Interests or assets of the Borrower or any Subsidiary
or any transfer of control over any FCC License, Auxiliary License, Secondary Station License, Satellite Earth Station License
or Relocation Weather Radar License.


 




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ARTICLE X


 


Loan Guaranty 


 


SECTION 10.01. Guaranty.
Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable
for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured
Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter,
of the Secured Obligations and all costs and expenses including, without limitation, all court costs and reasonable attorneys’
and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the
Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from,
or in prosecuting any action against, the Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured
Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”);
provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan
Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such
Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it
remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may
be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed
Obligations.


 


SECTION 10.02.
Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right
to require the Administrative Agent, the Issuing Bank or any Lender to sue the Borrower, any Loan Guarantor, any other guarantor
of, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”),
or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.


 


SECTION 10.03.
No Discharge or Diminishment of Loan Guaranty.


 


(a)          Except as otherwise
provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction,
limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations),
including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the
Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of
the Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization
or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation
of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time
against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection
herewith or in any unrelated transactions.


 


(b)         The obligations
of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever
by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision
of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part
thereof.


 




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(c)          Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the
Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all
or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating
to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations
of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any
of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with
respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise,
in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might
in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan
Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).


 


SECTION 10.04.
Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based
on or arising out of any defense of the Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed
Obligations from any cause, or the cessation from any cause of the liability of the Borrower, any Loan Guarantor or any other Obligated
Party, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the
foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted
by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against
any Obligated Party, or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not
raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral
held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or
otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right
or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor
under this Loan Guaranty, except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the
fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though
that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other
right or remedy of any Loan Guarantor against any Obligated Party or any security.


 


SECTION 10.05.
Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation,
a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan
Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the
Lenders.


 


SECTION 10.06.
Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including
a payment effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party
in its discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated
at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders
are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed
upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the
terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on
demand by the Administrative Agent.


 


SECTION 10.07.
Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees
that none of the Administrative Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information
known to it regarding those circumstances or risks.


 




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SECTION 10.08.
Termination. Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrower based
on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding
receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created,
assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications
and amendments with respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08
shall be deemed to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative
Agent or any Lender may have in respect of, any Default or Event of Default that shall exist under Article VII hereof as a result
of any such notice of termination.


 


SECTION 10.09.
Taxes. Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes,
unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that
it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld
Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount
payable by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable
to additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
the amount it would have received had no such withholding been made.


 


SECTION 10.10.
Maximum Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor
hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance
under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s obligations
hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification
or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken
into account.


 


SECTION 10.11.
Contribution.


 


(a)         To the extent
that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which, taking
into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the amount
which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed
Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount”
(as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each
of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment
in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet
arisen), and all Revolving Commitments and Letters of Credit have terminated or expired or, in the case of all Letters of Credit,
are fully collateralized on terms reasonably acceptable to the Administrative Agent and the Issuing Bank, and this Agreement, the
Swap Agreement Obligations and the Banking Services Obligations have terminated, such Loan Guarantor shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount of such excess,
pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 




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(b)          As of any date
of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair saleable
value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount reasonably
expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor
that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other
Loan Guarantors as of such date in a manner to maximize the amount of such contributions.


 


(c)          This Section 10.11
is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11 is intended
to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the same shall
become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)          The parties hereto
acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor or Loan
Guarantors to which such contribution and indemnification is owing.


 


(e)         The rights of
the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon the full and
indefeasible payment of the Guaranteed Obligations in cash (other than Unliquidated Obligations that have not yet arisen) and the
termination or expiry (or, in the case of all Letters of Credit, full cash collateralization), on terms reasonably acceptable to
the Administrative Agent and the Issuing Bank, of the Revolving Commitments and all Letters of Credit issued hereunder and the
termination of this Agreement, the Swap Agreement Obligations and the Banking Services Obligations.


 


SECTION 10.12. Liability Cumulative.
The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities
of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents
to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation
as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.


 


SECTION 10.13. Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee
in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13
or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and
not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section
10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends
that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other
agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the
day and year first above written.


 


	 	SAGA COMMUNICATIONS, INC.


 


	 	By:	/s/ Samuel D. Bush	 
	 	Name:	Samuel D. Bush	 
	 	Title:	Chief Financial Officer	 


 


	 	FRANKLIN COMMUNICATIONS, INC.
	 	SAGA RADIO NETWORKS, LLC
	 	SAGA BROADCASTING, LLC
	 	SAGA COMMUNICATIONS OF NEW ENGLAND, LLC
	 	SAGA COMMUNICATIONS OF ARKANSAS, LLC
	 	SAGA COMMUNICATIONS OF NORTH CAROLINA, LLC
	 	TIDEWATER COMMUNICATIONS, LLC
	 	SAGA COMMUNICATIONS OF ILLINOIS, LLC
	 	SAGA COMMUNICATIONS OF SOUTH DAKOTA, LLC
	 	LAKEFRONT COMMUNICATIONS, LLC
	 	SAGA COMMUNICATIONS OF NEW HAMPSHIRE, LLC
	 	SAGA COMMUNICATIONS OF CHARLOTTESVILLE, LLC
	 	SAGA COMMUNICATIONS OF IOWA, LLC
	 	SAGA QUAD STATES COMMUNICATIONS, LLC
	 	SAGA COMMUNICATIONS OF TUCKESSEE, LLC
	 	SAGA COMMUNICATIONS OF MILWAUKEE, LLC


 


	 	By:	/s/ Samuel D. Bush	 
	 	Name:	Samuel D. Bush	 
	 	Title:	Treasurer	 


 


Signature Page to Saga Communications
Credit Agreement


 




     


     


    

 


	 	
        JPMORGAN CHASE BANK, N.A., individually, and as

        Administrative Agent, Swingline Lender and Issuing

        Bank



 


	 	By:	/s/ Mark Moses	 
	 	Name:	Mark Moses	 
	 	Title:	Underwriter III CB	 


 


Signature Page to Saga Communications
Credit Agreement


 




     


     


    

 


	 	THE HUNTINGTON NATIONAL BANK 


 


	 	By:	/s/ Christopher M. Phillips	 
	 	Name:	Christopher M. Phillips	 
	 	Title:	Vice President	 


 


Signature Page to Saga Communications
Credit Agreement


 




     


     


    

 


	 	CITIZENS BANK, NATIONAL ASSOCIATION 


 


	 	By:	/s/ Jeffrey M. Torrill	 
	 	Name:	Jeffrey M. Torrill	 
	 	Title:	Senior Vice President	 


 


Signature Page to Saga Communications
Credit Agreement


 




     


     


    

 


COMMITMENT SCHEDULE


 


	Lender	 	Title	 	Revolving Commitment	 
	JPMorgan Chase Bank, N.A.	 	Administrative Agent	 	$	40,000,000	 
	The Huntington National Bank	 	Syndication Agent	 	$	35,000,000	 
	Citizens Bank, National Association	 	Documentation Agent	 	$	25,000,000	 
	Total	 	 	 	$	100,000,000	 



 


Commitment Schedule


 




     


     


    

 


Schedule 3.03


 


Governmental Authorizations; Other Consents


 


Schedule 3.05


 


Financial Statements; No Material Adverse
Effect


 


Schedule 3.08(b)


 


Liens


 


Schedule 3.08(c)


 


Owned Properties


 


Schedule 3.08(d)(i)


 


Leased Properties as Lessee


 


Schedule 3.08(d)(ii)


 


Leased Properties as Lessor


 


Schedule 3.08(e)


 


Investments


 


Schedule 3.13


 


Part (a) – Subsidiaries


Part (b) – Equity Interests


Part (c) – Loan Parties


 


Schedule 3.17


 


Broadcasting Business


 


Schedule 6.02


 


Indebtedness


 


Schedule 6.09


 


Burdensome Agreements


 


Schedule 6.16


 


Local Marketing Agreements and Time Brokerage
Agreements


 




    1