RP/Investment Basket Amount.
9 Include only for Compliance Certificates delivered in respect of Test Period
ending December 31.
Attach hereto in reasonable detail the calculations
required to establish Excess Cash Flow and the amount of the related mandatory
repayment.
ANNEX 3
[List of Restricted Subsidiaries and Unrestricted Subsidiaries of the Company as
of the Computation Date]
EXHIBIT I
FORM OF ASSIGNMENT
AND
ASSUMPTION AGREEMENT10
This Assignment and Assumption Agreement (this "Assignment"), is dated as of the
Effective Date set forth below and is entered into by and between [the][each]
Assignor identified in item [1][2] below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of such
[Assignees][and Assignors] hereunder are several and not joint.] Capitalized
terms used herein but not defined herein shall have the meanings given to them
in the Credit Agreement identified below (as amended, restated, amended and
restated, supplemented and/or otherwise modified from time to time, the "Credit
Agreement"), receipt of which is hereby acknowledged by the Assignee.
The
Standard Terms and Conditions for Assignment and Assumption Agreement set forth
in Annex 1 hereto (the "Standard Terms and Conditions") are hereby agreed to and
incorporated herein by reference and made a part of this Assignment as if set
forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the][each] Assignee, and [the][each] Assignee hereby irrevocably
purchases and assumes from [the][each] Assignor, subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, the
interest in and to all of [the][each] Assignor's rights and obligations under
the Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the [respective] Assignor's outstanding rights and obligations
([the][each, an] "Assigned Interest").
[Each][Such] sale and assignment is
without recourse to [the][any] Assignor and, except as expressly provided in
this Assignment, without representation or warranty by [the][any] Assignor.
[1.
Assignor:
2.
Assignee:
]11
[and is an Affiliate /Related Fund of [identify Lender] [and is at least 50%
owned by [identify Lender] or its parent company]]
[1][3].
Credit Agreement:
Credit Agreement, dated as of December 4, 2018, among Urban One, Inc. (the
"Borrower"), the Subsidiary Guarantors, the lenders from time to time party
thereto, Wilmington Trust, National Association, as Administrative Agent, and
TCG Senior Funding L.L.C., as Sole Lead Arranger and Sole Bookrunner.
10
This Form of Assignment and Assumption Agreement should be used by Lenders for
an assignment to a single Assignee or to funds managed by the same or related
investment managers.
11
If the form is used for a single Assignor and Assignee, items 1 and 2
should list the Assignor and the Assignee, respectively.
In the case of an
assignment to funds managed by the same or related investment managers, or an
assignment by multiple Assignors, the