Common use of Incremental Loans Clause in Contracts

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after prior to the Fifth Restatement Effective Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by written no less than three (3) Business Days’ prior notice to the Administrative Agent as provided below(or such lesser number of days reasonably acceptable to the Administrative Agent), request to add one or more Lenders new credit facilities (including Persons who shall become each, an “Incremental Lenders pursuant to this Section 2.01(c)Facility”) to (x) provide additional Term Loans or increase denominated, at the amount option of their Term Loans such Borrower, in Dollars, Euros and/or (y) establish any Alternative Currency, and consisting of one or more additional tranches of term loans hereunder or an increase to an existing Class of Term Loans (collectivelyeach, the an “Incremental LoansTerm Facility”) or one or more new tranches of revolving commitments or an increase in an existing Class of Revolving Commitments (each, an “Incremental Revolving Facility”); provided that , or a combination thereof, so long as (i) immediately before and after giving effect to each Incremental Facility Amendment and the aggregate amount applicable Incremental Facility, no Event of Default has occurred and is continuing or would result therefrom (or to the extent the proceeds of any Incremental Loans shall not exceed (Aare being used to finance a Permitted Acquisition or other permitted Investment, no Event of Default under Section 7.01(a), 7.01(b), 7.01(h) $400,000,000 (the “Incremental Starter Amount”or 7.01(i) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both has occurred and is continuing at the time of any execution of a binding agreement in respect of such request Acquisition or Investment and upon subject to customary “SunGard” limitations), and (ii) subject to the effectiveness provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment and the establishment of such Incremental Facility (or, at the option of the Borrower, (x) in the case of any Incremental Loan Amendment with respect Commitment established and not funded at such time, at the time of the initial funding of such Incremental Facility in lieu of the time at the time of such Incremental Facility Amendment) and/or (y) after giving effect to any acquisition or investment consummated or contemplated pursuant to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) agreement in connection herewith, the First Lien Indebtedness Leverage Ratio (determined computed on a pro forma basis as of the relevant determination date as if Pro Forma Basis (but without giving effect to any Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional Term Notes established and/or funded at such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarterstime) shall not be greater than 3.50:1.00 (such indebtedness, “Incurrence Incremental First Lien Indebtedness”) (assuming, solely for purposes of this Section 2.20 at the time of entering into such Incremental Facility Amendment or funding of such Incremental Facility, as applicable, as elected by the Borrower, and not for any other provision hereunder, that (I) all Incremental Facilities and all Additional Term Notes, in each case established and/or issued on or prior to such time are secured on a first Lien basis, whether or not so secured, (II) all Incremental Revolving Facilities and Incremental Term Facilities consisting of delayed draw term loans established but not funded at such time are fully drawn and (III) the proceeds of such Incremental Loans are not included as unrestricted cash and Cash Equivalents in clause (i) of the definition of “First Lien Leverage Ratio”; provided that to the extent the proceeds of such Incremental Loans are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be given pro forma effect); provided further that the financial incurrence test set forth in clause (ii) of this paragraph (a) shall not apply to the incurrence of an aggregate principal amount of Indebtedness under Incremental Facilities and Unrestricted Additional Term Notes after the Effective Date not to exceed an amount equal to the sum of (x) 3.50 to 1.00 at any time during the period beginning Dollar Equivalent (calculated using the Exchange Rate on the Fifth Restatement date of effectiveness of such Incremental Facility Amendment and Incremental Facility) of which equals $750,000,000 less any amounts incurred in reliance on Section 6.01(a)(xxxii)(a)(1) or in reliance on clause (x) of the definition of Unrestricted Incremental First Lien Indebtedness in the Miami Credit Agreement (provided that the maximum amount deducted pursuant to this clause (x) shall not exceed $750,000,000) plus (y) the amount of any voluntary prepayments (or repurchases) of the Term Loans and voluntary permanent reductions of the Revolving Commitments effected after the Effective Date and ending the amount of any voluntary prepayments (or repurchases) of the Miami Term Loans, First Lien Senior Secured Notes or any other Indebtedness secured by the Collateral on December 31a pari passu basis with the Liens securing the Obligations effected after the Effective Date (minus any amounts incurred in reliance on Section 6.01(a)(xxxii)(a)(2) or in reliance on clause (y) of the definition of “Unrestricted Incremental First Lien Indebtedness” in the Miami Credit Agreement) (other than, 2014 in each case, any such prepayments or repurchases financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) (such Indebtedness in clauses (x) and (y), collectively, the “Unrestricted Incremental First Lien Indebtedness”) 3.25 to 1.00 thereafter; (iiit being understood and agreed that unless notified by the Borrower (I) each Person which the Borrower shall request be deemed to make an have utilized amounts of the type described in clause (y) of the Unrestricted Incremental Loan First Lien Indebtedness prior to the utilization of amounts under clause (x) of the Unrestricted Incremental First Lien Indebtedness and Incurrence Incremental First Lien Indebtedness, and the Borrower shall be subject deemed to have used Incurrence Incremental First Lien Indebtedness, (to the extent compliant therewith) prior consent to utilization of amounts of the Administrative Agent type described in clause (x) of the Unrestricted Incremental First Lien Indebtedness (it being understood and agreed that amounts incurred concurrently with the incurrence of Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional Term Notes shall be permitted to exceed 3.50:1.00), (II) Loans may be incurred in respect of both Incurrence Incremental First Lien Indebtedness and Unrestricted Incremental First Lien Indebtedness, and the proceeds from any such consent not incurrence in respect of both Incurrence Incremental First Lien Indebtedness and Unrestricted Incremental First Lien Indebtedness, may be utilized in a single transaction by first calculating the incurrence in respect of Incurrence Incremental First Lien Indebtedness above and then calculating the incurrence in respect of Unrestricted Incremental First Lien Indebtedness and (III) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental First Lien Indebtedness as Incurrence Incremental First Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to incur under this Section 2.20 the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur Unrestricted Incremental First Lien Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated) in respect of Unrestricted Incremental First Lien Indebtedness. Each Incremental Facility shall be unreasonably withheld); in an integral multiple of $1,000,000 (iii) each tranche or, in the case of Incremental Loans shall Facilities denominated in Euros, €1,000,000) and be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (or, in the case of Incremental Facilities denominated in Euros, €25,000,000), provided that such amount may be less than $25,000,000 (or €25,000,000, as the case may be) if such lesser amount that represents all of the remaining availability under the limits aggregate principal amount of Incremental Facilities set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Sixth Restatement Effective DateDate (after having given effect to the Borrowing of the Incremental Tranche B-1 Term Loans thereon), by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 3.75 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter1.00; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. (a) The Borrower may at any time or from time to time after the Fifth Restatement Effective Closing Date, by written notice to the Administrative Agent as provided below(whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches Tranches of term loans hereunder (collectively, the “Incremental Loans”); , provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect referred to an below, no Default or Event of Default shall exist and at the time that any such Incremental Loan pursuant to this is made (and after giving effect thereto) no Default or Event of Default shall exist, (ii) on the date of incurrence of any such Incremental Loans, the Borrower shall be in compliance with the covenants contained in Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined 6.18 hereof on a pro forma basis (giving effect to such incurrence), (iii) the Borrower shall have delivered a certificate certifying as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(Bclauses (i) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent Administrative Agent, together with all calculations related thereto and (iv) the aggregate principal amount of the Administrative Agent (such consent Incremental Loans shall not to be unreasonably withheld); (iii) each exceed $250,000,000. Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 and be in an integral multiple of $5,000,000. The Incremental Loans (or a) shall rank pari passu in right of payment with the Initial Loans, (b) shall not mature earlier than the Initial Maturity Date (but may, subject to clause (c) below, have amortization prior to such lesser amount date), (c) shall not have a weighted average life that represents all is shorter than the then-remaining weighted average life of the remaining availability under the limits Initial Loans and (d) except as set forth above, shall be treated substantially the same as (and in clause any event no more favorably than, taken as a whole) the Initial Loans, provided that (i) above); (iv) except for the terms and conditions applicable to Incremental Loans requested under clause (x) above that are Tranche A Term Loans, maturing after the Incremental Loan Initial Maturity Date of may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Initial Maturity Date and (except that ii) the scheduled final maturity of such Incremental Loans may be accelerated pursuant priced differently than the Initial Loans; provided further that if the Applicable Margin (which, for such purposes only, shall be deemed to Section 2.08(b))include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Loans) relating to any Incremental Loans exceeds the Applicable Margin (which, and for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Average Life Initial Loans) relating to Maturity the Initial Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Margin relating to the Initial Loans shall be greater than adjusted to be equal to the Average Life Applicable Margin relating to Maturity such Incremental Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the Tranche B Term Loans (except that relevant Incremental Loans. Incremental Loans shall may be entitled to participate, to the extent provided in Section 2.09(bmade by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), in mandatory prepayments); and provided that the Administrative Agent shall have consented (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement such consent not to be satisfied with respect unreasonably withheld) to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of Lender’s or Additional Lender’s making such Incremental Loans and the Person or Persons to provide if such Incremental Loans, (x) the date on which such Incremental Loans shall consent would be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if anyrequired under Section 10.10(b) for such Incremental an assignment of Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewithLender or Additional Lender. Amounts prepaid Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may not be reborrowednecessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. Notwithstanding anything herein to the contrary, no No Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (Loans unless it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementso agrees.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after prior to the Fifth Restatement Effective Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by written no less than three (3) Business Days’ prior notice to the Administrative Agent as provided below(or such lesser number of days reasonably acceptable to the Administrative Agent), request to add one or more Lenders new credit facilities (including Persons who shall become each, an “Incremental Lenders pursuant to this Section 2.01(c)Facility”) to (x) provide additional Term Loans or increase denominated, at the amount option of their Term Loans such Borrower, in Dollars, Euros and/or (y) establish any Alternative Currency, and consisting of one or more additional tranches of term loans hereunder or an increase to an existing Class of Term Loans (collectivelyeach, the an “Incremental LoansTerm Facility”) or one or more additional tranches of revolving commitments or an increase in an existing Class of Revolving Commitments (each, an “Incremental Revolving Facility”); provided that , or a combination thereof, so long as (i) immediately before and after giving effect to each Incremental Facility Amendment and the aggregate amount applicable Incremental Facility, no Event of Default has occurred and is continuing or would result therefrom (or to the extent the proceeds of any Incremental Loans shall not exceed (Aare being used to finance a Permitted Acquisition or other permitted Investment, no Event of Default under Section 7.01(a), 7.01(b), 7.01(h) $400,000,000 (the “Incremental Starter Amount”or 7.01(i) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both has occurred and is continuing at the time of any execution of a binding agreement in respect of such request Acquisition or Investment and upon subject to customary “SunGard” limitations), and (ii) subject to the effectiveness provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment and the establishment of such Incremental Facility (or, at the option of the Borrower, (x) in the case of any Incremental Loan Amendment with respect Commitment established and not funded at such time, at the time of the initial funding of such Incremental Facility in lieu of the time at the time of such Incremental Facility Amendment) and/or (y) after giving effect to any acquisition or investment consummated or contemplated pursuant to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) agreement in connection herewith, the First Lien Indebtedness Leverage Ratio (determined computed on a pro forma basis as of the relevant determination date as if Pro Forma Basis (but without giving effect to any Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional Term Notes established and/or funded at such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarterstime) shall not be greater than 3.50:1.00 (such indebtedness, “Incurrence Incremental First Lien Indebtedness”) (assuming, solely for purposes of this Section 2.20 at the time of entering into such Incremental Facility Amendment or funding of such Incremental Facility, as applicable, as elected by the Borrower, and not for any other provision hereunder, that (I) all Incremental Facilities and all Additional Term Notes, in each case established and/or issued on or prior to such time are secured on a first Lien basis, whether or not so secured, (II) all Incremental Revolving Facilities and Incremental Term Facilities consisting of delayed draw term loans established but not funded at such time are fully drawn and (III) the proceeds of such Incremental Loans are not included as unrestricted cash and Cash Equivalents in clause (i) of the definition of “First Lien Leverage Ratio”; provided that to the extent the proceeds of such Incremental Loans are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be given pro forma effect); provided further that the financial incurrence test set forth in clause (ii) of this paragraph (a) shall not apply to the incurrence of an aggregate principal amount of Indebtedness under Incremental Facilities and Unrestricted Additional Term Notes after the Effective Date not to exceed an amount equal to the sum of (x) 3.50 to 1.00 at any time during the period beginning Dollar Equivalent (calculated using the Exchange Rate on the Fifth Restatement date of effectiveness of such Incremental Facility Amendment and Incremental Facility) of which equals $750,000,000 less any amounts incurred in reliance on Section 6.01(a)(xxxii)(a)(1) or in reliance on clause (x) of the definition of Unrestricted Incremental First Lien Indebtedness in the Seattle Credit Agreement (provided that the maximum amount deducted pursuant to this clause (x) shall not exceed $750,000,000) plus (y) the amount of any voluntary prepayments (or repurchases) of the Term Loans and voluntary permanent reductions of the Revolving Commitments effected after the Effective Date and ending the amount of any voluntary prepayments (or repurchases) of the Seattle Term Loans, First Lien Senior Secured Notes or any other Indebtedness secured by the Collateral on December 31a pari passu basis with the Liens securing the Obligations effected after the Effective Date (minus any amounts incurred in reliance on Section 6.01(a)(xxxii)(a)(2) or in reliance on clause (y) of the definition of “Unrestricted Incremental First Lien Indebtedness” in the Seattle Credit Agreement) (other than, 2014 in each case, any such prepayments or repurchases financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) (such Indebtedness in clauses (x) and (y), collectively, the “Unrestricted Incremental First Lien Indebtedness”) 3.25 to 1.00 thereafter; (iiit being understood and agreed that unless notified by the Borrower (I) each Person which the Borrower shall request be deemed to make an have utilized amounts of the type described in clause (y) of the Unrestricted Incremental Loan First Lien Indebtedness prior to the utilization of amounts under clause (x) of the Unrestricted Incremental First Lien Indebtedness and Incurrence Incremental First Lien Indebtedness, and the Borrower shall be subject deemed to have used Incurrence Incremental First Lien Indebtedness, (to the extent compliant therewith) prior consent to utilization of amounts of the Administrative Agent type described in clause (x) of the Unrestricted Incremental First Lien Indebtedness (it being understood and agreed that amounts incurred concurrently with the incurrence of Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional Term Notes shall be permitted to exceed 3.50:1.00), (II) Loans may be incurred in respect of both Incurrence Incremental First Lien Indebtedness and Unrestricted Incremental First Lien Indebtedness, and the proceeds from any such consent not incurrence in respect of both Incurrence Incremental First Lien Indebtedness and Unrestricted Incremental First Lien Indebtedness, may be utilized in a single transaction by first calculating the incurrence in respect of Incurrence Incremental First Lien Indebtedness above and then calculating the incurrence in respect of Unrestricted Incremental First Lien Indebtedness and (III) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental First Lien Indebtedness as Incurrence Incremental First Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to incur under this Section 2.20 the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrowers’ ability to incur Unrestricted Incremental First Lien Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated) in respect of Unrestricted Incremental First Lien Indebtedness. Each Incremental Facility shall be unreasonably withheld); in an integral multiple of $1,000,000 (iii) each tranche or, in the case of Incremental Loans shall Facilities denominated in Euros, €1,000,000) and be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (or, in the case of Incremental Facilities denominated in Euros, €25,000,000), provided that such amount may be less than $25,000,000 (or €25,000,000, as the case may be) if such lesser amount that represents all of the remaining availability under the limits aggregate principal amount of Incremental Facilities set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The (a) At any time, the Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, elect to request the establishment of one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more additional term loans (any such additional term loans, an “Incremental Term Loans or increase the amount of their Term Loans Loan”) and/or (y) establish one or more additional tranches of term increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make revolving credit loans hereunder under the Revolving Credit Facility (collectivelyany such increase, an “Incremental Revolving Credit Increase” and, together with the Incremental Term Loans, the “Incremental Loans”); provided that (i) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed an amount of Incremental Loans shall not exceed (A) $400,000,000 (additional Indebtedness which would cause the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Consolidated Total Leverage Ratio (determined on a pro forma basis as of the relevant determination date as if Fiscal Quarter most recently ended prior to the incurrence of such additional Indebtedness, calculated on a Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness, to exceed 2.00 to 1.00; and (ii) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quartersmade thereunder) shall not be greater less than a minimum principal amount of $5,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (xi). Each such notice shall specify the date (each, an “Increased Amount Date”) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an proposes that any Incremental Loan Commitment shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans effective, which shall be in an aggregate principal amount that is a date not less than $10,000,000 ten (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i10) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days Business Days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply notice is delivered to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The Borrower may at (a) At any time or from time to time after the Fifth Restatement Effective Closing Date, the Borrower may by written notice to the Administrative Agent as provided belowelect to request (A) prior to the Revolving Termination Date, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase increases in the amount of their Term Loans and/or Revolving Commitments (ya “Revolving Facility Increase”), (B) establish the establishment of one or more additional tranches new revolving credit commitments (any such new commitments, collectively with any Revolving Facility Increase, the “New Revolving Credit Commitments”), (C) prior to the Term Maturity Date, the establishment of one or more new term loan commitments which may be of the same tranche as such existing Term Loans (a “Term Loan Increase”) or a separate tranche of new term loans hereunder (collectivelycollectively with any Term Loan Increase, the “New Term Commitments” and the New Term Commitments, collectively with any New Revolving Credit Commitments, the “Incremental LoansCommitments”); provided that (i) the aggregate amount of . Each Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans Commitment shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount 5,000,000 individually and in integral multiples of $1,000,000 in excess of that represents all of amount. Notwithstanding anything to the remaining availability under contrary herein, the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause Commitments shall not exceed, (x) above that together with the aggregate principal amount of any Incremental Notes, $100,000,000 plus (y) an additional amount of Incremental Commitments so long as in the case of this clause (y), (1) the Senior Secured First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries would be no greater than 3.75 to 1.0 and (2) if there are Tranche A Term Loansany unsecured Incremental Notes outstanding, the Incremental Loan Maturity Date Consolidated Total Net Debt Leverage Ratio would be no greater than 6.00:1.00, in each case, as of the Incremental Loans end of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of most recently ended fiscal quarter after giving pro forma effect to such Incremental Commitments (and, in each case, assuming a borrowing of the maximum amount of Loans may be accelerated available under the Facilities after giving effect to such Incremental Commitments and any Incremental Commitments previously made pursuant to this Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments2.25); and (v) except as otherwise provided that in Section 6.09(a), no event shall the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to New Revolving Credit Commitments exceed $30,000,000. Each such TV/Radio Subsidiary. Such notice shall specify (wA) the amount date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each existing Lender or other Person that is an Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to whom the Borrower proposes any portion of such Incremental Loans Commitments, be allocated and the Person or Persons amounts of such allocations; provided that (w) any Lender approached to provide such all or a portion of the Incremental LoansCommitments may elect or decline, in its sole discretion, to provide an Incremental Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any Incremental Commitment), (x) the date on which Administrative Agent, the Issuing Lender and the Swingline Lender shall have consented (such consent not to be unreasonably withheld) to such Person’s providing such Incremental Commitments if such consent of the Administrative Agent, the Issuing Lender and Swingline Lender would be required under Section 10.6 for an assignment of Loans shall be madeor Commitments to such Person, (y) with respect to New Term Commitments, any Affiliated Lender providing a New Term Commitment shall be subject to the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if anysame restrictions set forth in Section 10.6(c) for as they would otherwise be subject to with respect to any purchase by or assignment to such Incremental Affiliated Lender of Term Loans and (z) the Applicable Margin Affiliated Lenders may not provide New Revolving Credit Commitments. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that will apply (1) no Default or Event of Default shall exist on such Increased Amount Date after giving effect to such Incremental Commitments, as applicable; (2) the Incremental Commitments will share in the Collateral on a pari passu basis; (3) the Incremental Commitments, as 50 applicable, shall be effected pursuant to one or more Joinder Agreements (each, an “Incremental Joinder Agreement”) executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and to the extent applicable, the Administrative Agent and the Issuing Lender and the Swingline Lender, or another form of incremental amendment, each of which shall be recorded in the Register; (4) the Borrower shall be in pro forma compliance with the financial covenants in Section 7.1 (assuming a borrowing of the maximum amount of Loans available under the Facilities after giving effect to such Incremental Commitment, and any Incremental Commitments previously made pursuant to this Section 2.25, and in any event, after giving effect to any acquisitions or dispositions during the relevant determination period or simultaneously with the borrowing of the Incremental Loans); and (if applicable5) the rate of the commitment feeBorrower shall pay, if anyor cause to be paid, payable by the Borrower all fees and expenses owing in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower Collateral Agent and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 Lenders (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementthan any Defaulting Lender).

Incremental Loans. The Borrower may at (a) At any time or and from time to time after prior to the Fifth Restatement Effective Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by written no less than three (3) Business Days’ prior notice to the Administrative Agent as provided below(or such lesser number of days reasonably acceptable to the Administrative Agent), request to add one or more Lenders new credit facilities (including Persons who shall become each, an “Incremental Lenders pursuant to this Section 2.01(c)Credit Facility”) to denominated, in the case of any Incremental Term Facility, in Dollars or any Alternative Currency or, in the case of any Incremental Revolving Facility, at the option of the Borrower, in Dollars or, solely in the case of any Incremental Revolving Facility that is structured as an additional tranche of revolving commitments (xand not, for the avoidance of doubt, an increase in the Initial Revolving Commitments) provide additional Term Loans or increase the amount any Alternative Currency, and consisting of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder or an increase to an existing Class of Term Loans (collectivelyeach, the an “Incremental LoansTerm Facility”) or one or more additional tranches of revolving commitments or an increase in an existing Class of Revolving Commitments (each, an “Incremental Revolving Facility”), or a combination thereof; provided that (i) immediately before and after giving effect to each Incremental Credit Facility Amendment and the applicable Incremental Credit Facility, no Event of Default has occurred and is continuing or would result therefrom (except in the case that the proceeds of any Incremental Credit Facility are being used to finance a Limited Condition Acquisition, in which case instead (x) no Event of Default shall exist or would result therefrom on the LCA Test Date and (y) no Event of Default under Section 7.01(a), 7.01(b), 7.01(h) or 7.01(i) shall have occurred and be continuing or would exist after giving effect thereto at the time such acquisition is consummated), (ii) subject to calculation adjustments set forth in Section 1.12 with respect to any Incremental Credit Facility being incurred in connection with a Limited Condition Acquisition, the aggregate principal amount of each Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both Credit Facility at the time of any issuance or incurrence shall not exceed the Maximum Additional Debt Amount at such request time, and upon the effectiveness of any Incremental Loan Amendment (iii) with respect to an any secured Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio Credit Facility (determined on a pro forma basis as of the relevant determination date as if such other than any Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than Credit Facility (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent ranking junior in right of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (payment or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify security with the Obligations (w) the amount including as a result of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be madebeing “last out” in any waterfall), (y) incurred in connection with a Permitted Acquisition or other Investment permitted hereunder, or (z) any Specified Incremental Term Facility), in the event that the Yield for any Incremental Loan Term Facility incurred in reliance on clause (a) of the definition of “Maximum Additional Debt Amount” and funded within twelve (12) months of the Closing Date is higher than the Yield for the outstanding Term Loans by more than seventy-five (75) basis points, then, except in the case of any such Incremental Term Facility having an outside maturity date on or after the first anniversary of the Latest Maturity Date and with respect to the Term Loans in effect at the time such Incremental Loan Principal Payment Dates (if any) Term Facility is incurred, the Applicable Margin for the outstanding Term Loans shall be increased to the extent necessary so that the Yield for such outstanding Term Loans is equal to the Yield for such Incremental Loans Term Facility minus seventy-five (75) basis points (any such adjustment under clause (I), the “MFN Adjustment”); provided that, in addition to the foregoing, for purposes of calculating the Yield for any Incremental Credit Facility or Additional Debt that constitutes fixed-rate Indebtedness, the fixed rate coupon of such Indebtedness shall be swapped to a floating rate on a customary matched-maturity basis, and (z) the Applicable Margin that will apply to Yield of such Incremental Loans and (if applicable) the fixed-rate of the commitment fee, if any, payable by the Borrower Indebtedness on a floating rate basis shall be reasonably determined in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested a customary manner by the Administrative Agent based on customary financial methodology in connection therewith. Amounts prepaid consultation with the Borrower (or, if the Administrative Agent declines (or is unable) to determine such Yield or the appropriate floating rate swap on a matched maturity basis, as reasonably determined in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery a customary manner based on customary financial methodology by a financial institution reasonably acceptable to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementBorrower).

Incremental Loans. (a) The Borrower may at any time or from time to time after the Fifth Restatement Effective Datemay, by written notice to the Administrative Agent as provided belowand the Person appointed by the Borrower to arrange Incremental Loan Commitments (such Person (who (i) may be the Administrative Agent, request one if it so agrees, or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(cii) any other Person appointed by the Borrower after consultation with the Administrative Agent)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental LoansArranger”) from time to time, request from one or more existing or additional Lenders, all of which must be Eligible Assignees: (A) one or more new commitments for new Term Loans which may be of the same Class as any outstanding Class of Term Loans or a new Class of Term Loans (the “Incremental Term Loan Commitments”) and/or (B) the establishment of one or more new revolving credit commitments (any such new commitments, the “Incremental Revolving Credit Commitments” and the Incremental Revolving Credit Commitments, collectively with any Incremental Term Loan Commitments, the “Incremental Loan Commitments”), in an amount not to exceed the Incremental Loan Amount (in the case of Incremental Revolving Credit Commitments, assuming a borrowing of the maximum amount of Incremental Revolving Credit Loans available); provided that Incremental Loan Commitments may be incurred in the Available Currency or an alternative currency pursuant to procedures and on terms to be agreed with the applicable Incremental Arranger. The Incremental Arranger shall promptly deliver a copy of such notice to each of the Lenders. Such notice shall set forth (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio Commitments being requested (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal minimum increments of, $1,000,000 and a minimum amount that is not less than of $10,000,000 5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Incremental Arranger in its reasonable discretion), or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, equal to the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of Amount at such Incremental Loans may be accelerated pursuant to Section 2.08(b)time), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (xii) the date on which such Incremental Loans Loan Commitments are requested to become effective (which shall not be made, less than 10 Business Days (y) or such shorter period as agreed by the Incremental Loan Maturity Date and Arranger) after the Incremental Loan Principal Payment Dates (if any) for date of such Incremental Loans notice), and (ziii) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of whether such Incremental Loan Amendment Commitments are commitments to make additional Loans of the same Class which shall be extended in a manner so as to be fungible with an existing Class of Loans hereunder or commitments to make Loans with terms different from such Loans which shall constitute a separate Class of Loans hereunder (“Other Loans”). On the applicable date specified in any Incremental Loan Assumption Agreement (the “Incremental Facility Closing Date”), subject only to the satisfaction of each of the terms and conditions set forth in this Section 2.22 and Sections 5.02 and 5.03 in the applicable Incremental Loan Assumption Agreement, (it being understood that all references to “date A) (1) each Incremental Term Lender of such Borrowing” or similar language in Section 5.02 Class shall be deemed to refer make a Loan to the effective date Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class and (2) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Loan Amendment) Commitment of such Class and the Incremental Term Loans of such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans Class made pursuant thereto and (B) (1) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the same Borrower (when borrowed, an “Incremental Loan Amendment shall be deemed to be a separate series (each a Revolving Loan” and collectively with any Incremental Term Loan, an “SeriesIncremental Loan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (2) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Loans for all purposes of this Agreementsuch Class made pursuant thereto.

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 If any Preferred Units of any Borrower remain outstanding on March 31, 2022 (the “Incremental Starter AmountExchange Date”), then on the Exchange Date (or such later date as provided pursuant to the Preferred Units Documents and the Governance Agreement and specified in the applicable Exchanging Lender Joinder Agreement), to the extent that a holder of Preferred Units of such Borrower (such holder, a “Preferred Unit Holder”) less any Permitted Additional Indebtedness incurred exercises its exchange option pursuant to Section 7.01(m) plus the terms of the Preferred Units Documents for such Borrower and the Governance Agreement and in accordance with clause (B) additional amounts so long as both at of this Section 2.01(a)(ii), the time Incremental Credit Extension in respect of any such request Preferred Unit Holder’s Preferred Units of such Borrower shall occur on the Exchange Effective Date such that, immediately after giving effect thereto, Incremental Loans of such Borrower shall be held by such Preferred Unit Holder in accordance with the terms of the Preferred Units Documents of such Borrower, the Governance Agreement and upon the effectiveness clause (B) of any Incremental Loan Amendment this Section 2.01(a)(ii), and such Preferred Unit Holder shall become a Lender with respect to an Incremental Loan pursuant to such Borrower under this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis Agreement. Except as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits expressly set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loansherein, the Incremental Loan Maturity Date of the any such Incremental Loans of any Series shall not be earlier than Class will have terms and conditions identical to those of the Tranche B Term Loan Maturity Date (except that the scheduled final maturity Initial Loans of such Incremental Loans may Class in all respects and will be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount “Loans” of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) Class for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewithall purposes under this Agreement. Amounts repaid or prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein Subject to Section 2.10, all amounts owed hereunder with respect to the contrary, no Lender Incremental Loans shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to paid in full no later than the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementMaturity Date.

Incremental Loans. The Borrower may (i) So long as no Default or Event of Default has occurred and is continuing, at any time or and from time to time after prior to December 31, 2002, the Fifth Restatement Effective Date, by written notice Borrowers may request pursuant to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this procedure set forth in Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively2.16, the “addition of an Incremental Loans”Facility ------------ consisting of a new tranche of revolving loans (each, an "Incremental ----------- Loan"); provided provided, however, that (i) the aggregate amount Borrowers may not make a request ---- -------- for an Incremental Facility if after giving effect thereto the sum of all then outstanding Incremental Loans shall not (and unused Incremental Commitments therefor) would exceed the then Maximum Incremental Amount. Each Incremental Loan shall: (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and unless otherwise specifically provided in this Agreement, upon the effectiveness of any the Incremental Commitment relating thereto as provided in Section ------- 2.01(b)(ii), be deemed to be a Loan Amendment with respect to an Incremental Loan pursuant to for all purposes under this Section 2.01(c)(i)(B) ----------- Agreement, including for purposes of the First Lien Indebtedness Ratio (determined sharing of Collateral and guarantees under the Guaranty Agreements all on a pro forma pari passu basis ---- ----- with all other Obligations; (B) have such pricing as of may be agreed by the relevant determination date as if Borrowers and the Banks agreeing to provide such Incremental Loans pursuant to the provisions of this Section 2.01(c)(i)(B2.01(b) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 Section 2.16 and (yC) 3.25 --------------- ------------ otherwise have all of the same terms and conditions as the loans that are not Incremental Loans. In addition, unless otherwise specifically provided in this Agreement, all references in the Loan Documents to 1.00 thereafter; (ii) each Person which the Borrower Loans shall request be deemed to include references to Incremental Loans made pursuant to this Agreement. No Bank shall have any obligation to make an Incremental Loan shall be subject unless and until it commits to do so. Subject to the prior consent proviso at the end of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)2.16(a), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid --------------- Commitments in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein shall become Incremental Commitments under this Agreement pursuant to (x) an amendment (each, an "Incremental Loan Amendment") to this Agreement executed by the contrary-------------------------- Borrowers, each Bank or other approved financial institution agreeing to provide such commitment (and no Lender other Bank shall be obligated required to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agentexecute such amendment) by such Person or Persons, the Borrower and the Administrative Agent; provided that , and (y) any amendments to the other Loan Documents (executed by the relevant Credit Party and the Administrative Agent only) as the Administrative Agent shall reasonably deem appropriate to effect such purpose. Notwithstanding anything to the contrary contained herein, the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Incremental Loans are made, of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree5.03. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.------------

Incremental Loans. (a) The Borrower may at any time or from time to time after the Fifth Restatement Effective Datemay, by written notice to the Administrative Agent as provided belowand the Person appointed by the Borrower to arrange Incremental Loan Commitments (such Person (who may be (i) the Administrative Agent, request one if it so agrees or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(cii) any other Person appointed by the Borrower after consultation with the Administrative Agent)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental LoansArranger”) from time to time, request from one or more existing or additional Lenders, all of which must be Eligible Assignees: (A) one or more new commitments for new Term Loans which may be of the same Class as any outstanding Class of Term Loans or a new Class of Term Loans (the “Incremental Term Loan Commitments”) and/or (B) the establishment of one or more new revolving credit commitments (any such new commitments, the “Incremental Revolving Credit Commitments” and the Incremental Revolving Credit Commitments, collectively with any Incremental Term Loan Commitments, the “Incremental Loan Commitments”), in an amount not to exceed the Incremental Loan Amount (in the case of Incremental Revolving Credit Commitments, assuming a borrowing of the maximum amount of Incremental Revolving Loans available); provided that Incremental Loan Commitments may be incurred in the Available Currency or an alternative currency pursuant to procedures and on terms to be agreed with the applicable Incremental Arranger. The Incremental Arranger shall promptly deliver a copy of such notice to each of the Lenders. Such notice shall set forth (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio Commitments being requested (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal minimum increments of, $1,000,000 and a minimum amount that is not less than of $10,000,000 5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Incremental Arranger in its reasonable discretion), or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, equal to the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of Amount at such Incremental Loans may be accelerated pursuant to Section 2.08(b)time), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (xii) the date on which such Incremental Loans Loan Commitments are requested to become effective (which shall not be made, less than five Business Days (y) or such shorter period as agreed by the Incremental Loan Maturity Date and Arranger) after the Incremental Loan Principal Payment Dates (if anydate of such notice) for such Incremental Loans and (ziii) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of whether such Incremental Loan Amendment Commitments are commitments to make additional Loans of the same Class which shall be extended in a manner so as to be fungible with an existing Class of Loans hereunder or commitments to make Loans with terms different from such Loans which shall constitute a separate Class of Loans hereunder (“Other Loans”). On the applicable date specified in any Incremental Loan Assumption Agreement (the “Incremental Facility Closing Date”), subject only to the satisfaction of each of the terms and conditions set forth in this Section 2.22 and Sections 5.02 and 5.03 in the applicable Incremental Loan Assumption Agreement, (it being understood that all references to “date A) (1) each Incremental Term Lender of such Borrowing” or similar language in Section 5.02 Class shall be deemed to refer make a Loan to the effective date Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class and (2) each Incremental 84 Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Loan Amendment) Commitment of such Class and the Incremental Term Loans of such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans Class made pursuant thereto and (B) (1) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the same Borrower (when borrowed, an “Incremental Loan Amendment shall be deemed to be a separate series (each a Revolving Loan” and collectively with any Incremental Term Loan, an “SeriesIncremental Loan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (2) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Loans for all purposes of this Agreementsuch Class made pursuant thereto.

Incremental Loans. The (a) At any time during the Revolving Commitment Period the Borrower may at any time or request from time to time after the Fifth Restatement Effective Date, by written notice from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectivelyAgent, the Issuing Bank, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an aggregate amount not to exceed the Available Revolving Increase Amount (each such increase, an “Incremental LoansIncrease”); provided that (i) the aggregate amount of Incremental Loans Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant be obligated to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment increase its Revolving Commitments in connection with respect a proposed Increase. The Administrative Agent shall invite each Lender to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on provide a pro forma basis as portion of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period Increase ratably in accordance with its Revolving Percentage of four consecutive fiscal quarters) shall not be greater than each requested Increase (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount it being agreed that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide an Increase and that any Incremental LoansLender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 10 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Person or Persons Increase shall become be in an Incremental Lender hereunder upon execution amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and delivery integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to shall set forth the Administrative Agent) by such Person or Persons, the Borrower amount and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each proposed terms of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementIncrease.

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Restatement RestatementSecond Amendment Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafterthereafterplus (C) additional Incremental Loans not to exceed $1,000,000,000 in the aggregate to be used solely for the purposes permitted under Section 6.08(e) (the “Xxxxxxxxxx Incremental Loans”); (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The (a) Borrower may may, at any time or from time to time after the Fifth Restatement Effective DateClosing Date but prior to the date which falls nine (9) months after the Closing Date (provided such period may be extended by no more than three (3) months with the consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed provided that Borrower is working diligently with a proposed Incremental Lender to provide a Commitment Increase), by written notice to the Administrative Agent as provided below(a “Commitment Increase Notice”), request (i) one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase increases in the amount of their Term Loans and/or the Tranche A Construction Loan Commitments up to an aggregate amount not exceeding $19,000,000 in the aggregate and not less than $5,000,000 individually per request (yor such lesser amount as shall be approved by Administrative Agent) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental LoansTranche A Construction Loan Commitment Increase”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Tranche A Construction Loan Amendment with respect Commitment Increase shall be accompanied by a dollar-for-dollar increase in the Term Loan Commitment to be held by the Person holding the Tranche A Construction Loan Commitments subject of the Incremental Tranche A Construction Loan Commitment Increase and provided further that no more than two Incremental Lenders may be allocated an Incremental Tranche A Construction Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31Increase, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which one or more increases in the Borrower shall request to make an Incremental Loan shall be subject to the prior consent amount of the Administrative Agent (such consent not Tranche B Construction Loan Commitments up to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not exceeding $30,250,000 in the aggregate and not less than $10,000,000 5,000,000 individually per request (or such lesser amount that represents all of as shall be approved by Administrative Agent) (the remaining availability under the limits set forth in clause (i) above); (iv) except for “Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Construction Loan Maturity Date (except Commitment Increase”) provided that the scheduled final maturity of such no more than two Incremental Loans Lenders may be accelerated pursuant to Section 2.08(b)), allocated an Incremental Tranche B Construction Loan Increase and (iii) one or more increases in the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity amount of the Tranche B Term Loans C Loan Commitments up to an aggregate amount not exceeding $31,500,000 in the aggregate and not less than $5,000,000 individually per request (except that Incremental Loans or such lesser amount as shall be entitled to participateapproved by Administrative Agent) (the “Incremental Tranche C Commitment Increase” and, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied together with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Tranche A Construction Loan Maturity Date Commitment Increase and the Incremental Tranche B Construction Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment feeCommitment Increase, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “SeriesCommitment Increase”) of provided that no more than two Incremental Loans for all purposes of this AgreementLenders may be allocated an Incremental Tranche C Loan Increase.

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Fourth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount establishment of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(i) (the “General Incremental Loans”) shall not exceed (A$300,000,000 and the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(ii) $400,000,000 (the “Specified Incremental Starter AmountLoans”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(mshall not exceed $200,000,000; (ii) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(BLoan, (A) no Default shall exist and (B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 3.00 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter1.00; (iiiii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iiiiv) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (ivv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); (vi) the availability of the Specified Incremental Loans shall be reduced on a dollar-for-dollar basis by the outstanding amount of Indebtedness incurred pursuant to Section 7.01(k)in excess of $150,000,000; and (vvii) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. (a) The Borrower may at any time or Borrowers may, by written notice delivered to the Administrative Agent from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request on one or more Lenders (including Persons who shall become occasions after the Third Restatement Date, request Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be Commitments in an aggregate principal amount for all such Incremental Commitments of up to (A) during the Waiver Period, $0, except up to $85,000,000 solely in connection with the incurrence of a Main Street Loan, and (B) at any time other than during the Waiver Period, an unlimited amount, so long as in the case of this clause (ii), after giving effect to such Incremental Loans (and assuming in the case of any Incremental Revolving Credit Commitments, that is not such Incremental Revolving Loans have been fully drawn) and the use of proceeds thereof, the First Lien Net Leverage Ratio calculated on a Pro Forma Basis shall be equal to or less than 4.00 to 1.00 (the “Incremental Loan Amount”). Such notice shall set forth (x) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $10,000,000 (1,000,000 and a minimum amount of $5,000,000 or such lesser amount that represents all of equal to the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)Amount), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (xy) the date on which such Incremental Loans Loan Commitments are requested to become effective (which shall not be madeless than 5 Business Days nor more than 60 days after the date of such notice, (yunless the Administrative Agent shall otherwise agree) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to whether such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment Commitments are commitments to make such additional Term Loans, additional Revolving Loans or term loans or revolving loans with terms different from the Loans (loans with different terms from the Loans being referred to herein as “Specified Incremental Loans” and such commitments, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an “Specified Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or PersonsCommitments”), the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementapplicable.

Incremental Loans. The (a) In addition to the $400,000,000 in aggregate principal amount of 2018 Delayed Draw Tranche A Term Loans established on the Sixth Amendment Effective Date pursuant to the Sixth Amendment and, the $500,000,000 Revolving Commitment Increase established pursuant to the Eighth Amendment and the $424,723,767.26 in aggregate principal amount of 2022 Supplemental Tranche A Term Loans established on the Ninth Amendment Effective Date pursuant to the Ninth Amendment, the Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, elect to request the establishment of one or more Lenders new term loans (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)each, a “New Term Loan Commitment”) to (x) provide additional or increases of existing Term Loans (each, a “Supplemental Term Loan Commitment”) or increase new revolving commitments (each, a “New Revolving Commitment”) (but no more than three tranches at any time outstanding in the amount case of their revolving commitments) or increases of existing Revolving Commitments (each, a “Revolving Commitment Increase”; together with any New Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectivelyLoan Commitments, any Supplemental Term Loan Commitments and any Revolving Commitment Increase, the “Incremental LoansNew Loan Commitments”); provided that (i) the hereunder, in an aggregate amount of Incremental Loans shall for all such New Loan Commitments not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both in excess of, at the time of any such request and upon the effectiveness of any Incremental respective New Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental LoansCommitments become effective, (x) the Maximum Incremental Facility Amount and (y) an additional amount not to exceed, together with (i) all other New Loan Commitments established pursuant to this Section 2.25(a)(y) and (ii) Additional Obligations incurred pursuant to Section 7.2(p), the greater of $909,000,000 or 100% of Consolidated EBITDA, as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1, in the aggregate. For purposes of determining compliance with the foregoing sentence of this Section 2.25(a), in the event that New Loan Commitments can be incurred under either clause (x) or (y) of such sentence, the Borrower shall, in its sole discretion, classify such New Loan Commitments (or any portion thereof) and may include the amount of such New Loan Commitments in one or both of such clauses; provided that, at the Borrower’s option, capacity to incur New Loan Commitments pursuant to clause (x) shall be deemed to be utilized prior to any utilization of clause (y) to establish New Loan Commitments. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply notice is delivered to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental New Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementCommitments.

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Restatement Third Amendment Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (ii)(A) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under 240(i) (the “General Incremental Loans”) shall not exceed $500,000,000; (AB) $400,000,000 the aggregate amount of Incremental Loans to be used solely for the purposes permitted under 240(ii) (the “Specified Incremental Starter AmountLoans”) less any Permitted shall not exceed $200,000,000; (C) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under 240(iii) (the “Additional Indebtedness incurred pursuant Specified Incremental Loans”) shall not exceed $530,000,000 and (D) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 7.01(m6.08(d)(iv) plus (Bthe “2012 Specified Acquisition Incremental Loans”) additional amounts so long as shall not exceed the Maximum 2012 Transaction Debt Amount; (ii) both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(BLoan, (A) no Default shall exist and (B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Fourth Amendment Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (iiiii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iiiiv) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (ivv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)73), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b)82, in mandatory prepayments); and (vvi) except as otherwise provided in Section 6.09(a)243, the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 201 and 5.03 194 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 190 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The (a) Borrower may at any time or from time to time after the Fifth Restatement Effective Datemay, by written notice to the Administrative Agent as provided belowfrom time to time, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or an increase in the principal amount of their Term Loans and/or (y) establish the Loans, or request one or more additional tranches of term loans hereunder Loans (collectively, the “Incremental Loans”); provided that (i) the aggregate principal amount of Incremental Loans incurred under this Section 2.15 after the Amendment No. 6 Closing Date shall not exceed an amount equal to the sum of (a) $100 million plus (b) an additional amount so long as, after giving effect to the incurrence of such additional amount, (i) Borrower could incur $1.00 of additional Indebtedness under Section 7.1(a) and (ii) the pro forma Consolidated Secured Net Leverage Ratio of Borrower (calculated without netting the cash proceeds of such Incremental Loans) does not exceed 3.00:1.00 (the “Ratio Incremental Basket”); provided that when calculating the Consolidated Secured Net Leverage Ratio for purposes of this Section 2.15(a) at any time, the maximum amount of Indebtedness that Borrower is permitted to incur under its undrawn commitments under (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus ABL Credit Agreement as in effect at such time and (B) additional amounts so long the Con-way Bridge Credit Agreement as both in effect at the such time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b)shall, in mandatory prepayments); each case, be deemed outstanding and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date secured by a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio SubsidiaryLien. Such notice shall specify set forth (wx) the amount of such the Incremental Loans Commitments being requested (which shall be in minimum increments of $1,000,000 and the Person or Persons to provide such Incremental Loansa minimum amount of $5,000,000), (xy) the date on which such Incremental Loans Commitments are requested to become effective (which shall not be made, less than ten (y10) Business Days nor more than sixty (60) days after the Incremental Loan Maturity Date date of such notice (or such longer or shorter periods as Agent shall agree)) and the Incremental Loan Principal Payment Dates (if anyii) for whether such Incremental Loans and (z) the Applicable Margin that will apply are intended to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein increases to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person existing Loans or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed are intended to be a separate series new tranche of Loans with terms different from the Loans. Borrower may seek Incremental Loans from existing Lenders (each a “Series”of which shall be entitled to agree or decline to participate in its sole discretion) of Incremental Loans for all purposes of this Agreementor any Additional Lender.

Incremental Loans. (a) The Borrower may at any time or Borrowers may, by written notice delivered to the Administrative Agent from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request on one or more Lenders (including Persons who shall become occasions after the Closing Date, request Incremental Lenders pursuant to this Section 2.01(c)) Commitments in an aggregate principal amount for all such Incremental Commitments of up to (xi) provide additional Term $10,000,000 (which shall not be reduced by any amount incurred in reliance on clause (ii) below) plus (ii) an unlimited amount, so long as in the case of this clause (ii), after giving effect to such Incremental Loans (and assuming in the case of any Incremental Revolving Credit Commitments, that such Incremental Revolving Loans have been fully drawn) and the use of proceeds thereof, the Total Net Leverage Ratio calculated on a Pro Forma Basis shall be equal to or increase the amount of their Term Loans and/or less than 4.00 to 1.00 (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental LoansLoan Amount”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant Borrowers may elect to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to use this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; clause (ii) each Person which the Borrower shall request prior to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under , and if both clause (xi) above that and this clause (ii) are Tranche A Term Loansavailable and the Borrowers do not make an election, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not Borrowers will be earlier than the Tranche B Term Loan Maturity Date deemed to have elected this clause (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(bii)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify set forth (wx) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Loans and the Person or Persons to provide such Incremental LoansLoan Amount), (xy) the date on which such Incremental Loans Loan Commitments are requested to become effective (which shall not be madeless than 5 Business Days nor more than 60 days after the date of such notice, (y) unless the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans Administrative Agent shall otherwise agree and (z) the Applicable Margin that will apply to whether such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment Commitments are commitments to make such additional Loans, additional term loans or revolving loans with terms different from the Loans (loans with different terms from the Loans being referred to herein as “Specified Incremental Loans” and such commitments, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an “Specified Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or PersonsCommitments”), the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementapplicable.

Incremental Loans. The Borrower may (i) So long as no Default or Event of Default has occurred and is continuing, at any time or and from time to time after prior to December 31, 2002, the Fifth Restatement Effective Date, by written notice Borrower may request pursuant to the Administrative Agent as provided belowprocedure set forth in Section 2.16, request one the addition of an Incremental Facility consisting of ------------ either a new tranche of revolving loans (each, an "Incremental ----------- Revolving Loan") or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches a new tranche of term loans hereunder (collectivelyeach, the “an "Incremental Loans”-------------- ----------- Term Loan"); provided however that (i) the aggregate amount Borrower may not make a request --------- -------- for an Incremental Facility if after giving effect thereto the sum of all then outstanding Incremental Revolving Loans shall not and unused Incremental Revolving Commitments, Incremental Term Loans and unused Incremental Term Commitments would exceed the then Maximum Incremental Amount. Each Incremental Revolving Loan and each Incremental Term Loan shall: (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and unless otherwise specifically provided in this Agreement, upon the effectiveness of any the Incremental Revolving Commitment or Incremental Term Commitment relating thereto as provided in Section ------- 2.01(c)(ii), be deemed to be a Revolving Loan Amendment or a Term Loan, as ----------- applicable, for all purposes under this Agreement, including for purposes of the sharing of Collateral and guarantees under the Guaranty Agreements all on a pari passu basis with respect all other ---- ----- Obligations; (B) have such pricing as may be agreed by the Borrower and the Banks agreeing to an provide such Incremental Loan Revolving Loans and/or Incremental Term Loans pursuant to the provisions of this Section 2.01(c)(i)(B2.01(c) the First Lien Indebtedness Ratio and Section 2.16; and (determined on a pro forma basis as C) otherwise have all of the relevant determination date --------------- ------------ same terms and conditions as the Revolving Loans that are not Incremental Revolving Loans (if such Incremental Loans are Incremental Revolving Loans) or as the Term Loans that are not Incremental Term Loans (if such Incremental Loans are Term Loans). In addition, unless otherwise specifically provided in this Agreement, all references in the Loan Documents to Revolving Loans and to Term Loans shall be deemed, as the context requires, to include references to Incremental Revolving Loans and Incremental Term Loans, respectively, made pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) Agreement. No Bank shall not be greater than (x) 3.50 to 1.00 at have any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request obligation to make an Incremental Loan shall be subject unless and until it commits to do so. Subject to the prior consent proviso at the end of the Administrative Agent (such consent not to be unreasonably withheldSection 2.16(a); (iii) each tranche , Commitments in respect of --------------- Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability become Commitments under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause this Agreement pursuant to (x) above that are Tranche A Term Loansan amendment (each, the an "Incremental Loan Maturity Date of Amendment") -------------------------- to this Agreement executed by the Incremental Loans of any Series Borrower, each Bank or other approved financial institution agreeing to provide such Commitment (and no other Bank shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of required to execute such Incremental Loans may be accelerated pursuant to Section 2.08(b)amendment), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participateAdministrative Agent, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) any amendments to the Incremental other Loan Maturity Date and the Incremental Loan Principal Payment Dates Documents (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable executed by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by relevant Credit Party and the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowedonly) as the Administrative Agent shall reasonably deem appropriate to effect such purpose. Notwithstanding anything herein to the contrarycontrary contained herein, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Incremental Loans are made, of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree5.03. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.------------

Incremental Loans. The Borrower may at any time or from time to time after request additional Commitments for the Fifth Restatement Effective Date, by written making of additional Loans under this Agreement following the Closing Date upon not less than ten (10) Business Days’ notice to the Administrative Agent (or such lesser period of time permitted by the Administrative Agent), so long as provided below(a) the requested additional Commitment, request one or more Lenders (including Persons who shall become Incremental Lenders together with all prior increases in the Commitments pursuant to this Section 2.01(c)2.06, is not more than $51,500,000, (b) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate Insurance Policy limit has increased by at least such requested Commitment amount (less any agreed retention) and (ii) within 90 days prior to such additional Commitments, the Borrower shall have received proceeds from the issuance of additional Equity Interests in an amount equal to at least as much as the amount of Incremental Loans shall not exceed such additional Commitments, (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(Bc) the First Lien Indebtedness Ratio (determined Borrower does not permit Liquidity to be less than the Interest Escrow Required Amount plus the Insurance Premium Required Amount calculated on a pro forma basis immediately after giving effect to each of (i) the establishment of such additional Commitment and (ii) the incurrence of such additional Loan (using Liquidity calculated as of the relevant determination date of such establishment and/or incurrence (as applicable) and immediately after giving effect thereto, and (X) the Interest Escrow Required Amount equal to the aggregate amount of the four (4) immediately following interest payments owed on the Loans and (Y) the then current Insurance Premium Required Amount), and (d) unless otherwise agreed by the Lenders, the Borrower shall use the proceeds of any such additional Loans solely for general corporate purposes. The Administrative Agent shall promptly notify the Lenders of the requested additional Commitment and, within seven (7) Business Days thereafter (or such other period agreed by the Administrative Agent and the Borrower), each Lender shall notify the Administrative Agent if and to what extent such Incremental Loans Xxxxxx agrees to provide such additional Commitment. Any Lender not accepting in writing within such period shall be deemed to have declined to provide the requested additional Commitment. The Administrative Agent and the Borrower may allocate, in their discretion, any additional Commitments among committing existing Lenders. Any additional Commitment established pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan 2.06 shall be subject to established at the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal requested amount that is not less than $10,000,000 (or such lesser amount that represents all of committed by existing Lenders and agreed by the remaining availability under the limits set forth in clause (iBorrower) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after on the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable requested by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested and agreed upon by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; Lenders providing such incremental Commitment, provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in Section 7.01 are satisfied at such time. The Administrative Agent, the Borrower, and the existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the establishment of any additional Commitments and the making of any additional Loans, in each case, pursuant to this Section 2.06. Any incremental Commitment and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to this Section 2.06 shall have the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental interest rate, maturity date and other terms as the Loans for all purposes of this Agreement.made on the Closing Date. 102563340 27

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Restatement Third Amendment Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (ii)(A) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(i) (the “General Incremental Loans”) shall not exceed $300,000,000; (AB) $400,000,000 the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(ii) (the “Specified Incremental Starter AmountLoans”) less any Permitted shall not exceed $200,000,000; and (C) the aggregate amount of Incremental Loans to be used solely for the purposes permitted under Section 6.08(d)(iii) (the “Additional Indebtedness incurred pursuant to Section 7.01(mSpecified Incremental Loans”) plus shall not exceed $530,000,000; (Bii) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(BLoan, (A) no Default shall exist and (B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 3.00 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter1.00; (iiiii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iiiiv) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (ivv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (vvi) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The (a) Borrower may at any time or from time to time after time, on not less than five (5) Business Days’ notice request the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request establishment of (x) one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans term loan commitments, which may be in the form of a new tranche of term loans or an increase in the amount of their the Term Loans and/or (such new term loan commitments or increase, the “New Term Loan Commitments”) or (y) establish one or more additional tranches revolving loan commitments, which shall be an increase in the amount of term loans hereunder the Revolving Credit Commitments (collectivelysuch increased commitments, the “Incremental LoansNew Revolving Loan Commitments” and together with the New Term Loan Commitments, the “New Loan Commitments”); provided , provided, in each case, that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of ‑49‑ any such request and upon on the effectiveness date the New Loan Commitments shall be effective (the “Increased Amount Date”) (and after giving effect thereto and the use of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(Bthe proceeds thereof), (i) the First Lien Indebtedness no Default or Event of Default exists and (ii) Borrower shall have a (A) Total Leverage Ratio (determined on a pro forma basis as of the relevant determination date most recently completed calendar quarter for which financial statements have been prepared and finalized by Borrower) of less than the lesser of 3.00 to 1.00 and 0.25 to 1.00 less than the applicable covenant level and (B) Senior Secured Leverage Ratio (on a pro forma basis as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on of the most recent period recently completed calendar quarter for which financial statements have been prepared and finalized by Borrower) of four consecutive fiscal quarters) shall not be greater less than (x) 3.50 the lesser of 2.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental 1.00. Each New Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans Commitment shall be in an aggregate principal amount that is not less than of at least $10,000,000 (or such lesser and in integral multiples of at least $5,000,000 and the aggregate principal amount that represents of all New Loan Commitments shall not exceed $100,000,000.Each request for a New Loan Commitment shall set forth the requested amount and proposed terms of the remaining availability under relevant New Loan Commitment and the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, Lenders or other Persons willing to provide such New Loan Commitments. New Loan Commitments may be made by any existing Lender or if necessary to achieve the Incremental Loan Maturity Date full amount of the Incremental Loans requested New Loan Commitment, any other Person that qualifies as an Eligible Assignee (any such Person, an “New Lender”), provided that no Person shall be a New Lender without the consent of any Series Administrative Agent (which consent shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(bunreasonably withheld)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The At any time, the Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant elect to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder increases in the Revolving Credit Commitments (collectivelyany such increase, the an “Incremental LoansLoan Commitment”) to make revolving credit loans (any such loan, an “Incremental Loan”); provided that (i) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed $150,000,000 and (ii) the total aggregate principal amount for each Incremental Loan Commitment (and the Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quartersmade thereunder) shall not be greater less than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate a minimum principal amount that is not less than of $10,000,000 5,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by and shall be in integral multiples of $1,000,000 (or such Person or Persons, the Borrower and lesser amount that shall be reasonably satisfactory to the Administrative Agent) in excess thereof or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than five (5) Business Days (or such lesser number of days as is reasonably acceptable to the Administrative Agent) after the date on which such notice is delivered to Administrative Agent. The Borrower may, but is under no obligation to do so, invite any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”); provided that the effectiveness Swingline Loan Lender and each Issuing Lender with an Issuing Lender L/C Sublimit equal to or in excess of $35,000,000 shall consent in writing to each Incremental Lender providing any portion of an Incremental Loan Commitment. Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Amendment Commitment. Any Incremental Loan Commitment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date become effective as of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.Increased Amount Date; provided that:

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Fourth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount establishment of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed $100,000,000; (Aii) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(BLoan, (A) no Default shall exist and (B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 3.00 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter1.00; (iiiii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iiiv) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits limit set forth in clause (i) above); (ivvi) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); (viii) the proceeds of Incremental Loans shall be used solely for the purposes permitted under Section 6.08(c); and (vix) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days aggregate outstanding principal balance of all Term Loans (including any Incremental Loans borrowed after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio SubsidiaryFirst Amendment Effective Date) shall not exceed $370,000,000. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The Borrower may at any time or from time to time after (a) After the Fifth Restatement Amendment No. 5 Effective Date, the Borrower may by written notice to the Administrative Agent as provided below, elect to request one or more Lenders increases of any-then existing Tranche of Revolving Commitments (including Persons who shall become Incremental Lenders each increase in Commitment pursuant to this Section 2.01(c)sentence, a “Supplemental Revolving Commitment”) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectivelyhereunder, the “Incremental Loans”); provided that (i) the in an aggregate amount of Incremental Loans shall for all such Supplemental Revolving Commitments not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both in excess of, at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loansrespective Supplemental Revolving Commitments become effective, the Maximum Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant Facilities Amount after giving effect to Section 2.08(b)), Amendment No. 5 and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity establishment of the Tranche B Term Loans (except that Incremental Loans shall be entitled Loans. Each such notice relating to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice Supplemental Revolving Commitments shall specify (wi) the amount of date (each, an “Increased Amount Date”) on which the Borrower proposes that the Supplemental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such Incremental Loans and shorter period as the Person or Persons to provide such Incremental Loans, (xAdministrative Agent may agree) after the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery notice is delivered to the Administrative Agent and (ii) if applicable, the Tranche (or Tranches) of Revolving Commitments to be so increased (and, if more than one Tranche of Revolving Commitments will be increased, the amount of the aggregate Supplemental Revolving Commitment to be allocated to each such Tranche); provided, that (x) any Lender offered or approached to provide all or a portion of any Supplemental Revolving Commitments may elect or decline, in its sole discretion, to provide such Supplemental Revolving Commitments, and (y) any Person that the Borrower proposes to become a New Lender, if such Person is not then a Lender, must be an Incremental Loan Amendment (in form reasonable satisfactory Eligible Assignee and must be reasonably acceptable to the Administrative Agent) by , and to the extent its consent would be required to assign Loans to any such Person or PersonsEligible Assignee, the Borrower each Issuing Lender and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementSwingline Lender.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after prior to the Fifth Restatement Effective Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by written no less than three (3) Business Days’ prior notice to the applicable Administrative Agent as provided below(or such lesser number of days reasonably acceptable to such Administrative Agent), request to add one or more Lenders new credit facilities (including Persons who shall become each, an “Incremental Lenders pursuant to this Section 2.01(c)Facility”) to (x) provide additional denominated, in the case of any Incremental Term Loans Facility, in Dollars or, in the case of any Incremental Revolving Facility, at the option of the Borrower, in Dollars or increase the amount any Alternative Currency, and consisting of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder or an increase to an existing Class of Term Loans (collectivelyeach, the an “Incremental LoansTerm Facility”) or one or more additional tranches of revolving commitments or an increase in an existing Class of Revolving Commitments (each, an “Incremental Revolving Facility”); , or a combination thereof, provided that (i%4) immediately before and after giving effect to each Incremental Facility Amendment and the aggregate amount applicable Incremental Facility, no Event of Default has occurred and is continuing or would result therefrom (except in the case that the proceeds of any Incremental Loans shall not exceed are being used to finance a Permitted Acquisition or other permitted Investments, in which case the standard will be (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both no Event of Default at the time of any such request and upon the effectiveness of any Incremental Loan Amendment entering into a definitive agreement with respect thereto and (B) no Event of Default under Sections ‎7.01(a), ‎(b), ‎(h) or ‎(i) on the date of incurrence thereof), (%4) subject to an Incremental Loan pursuant the provisos to this Section 2.01(c)(i)(B) sentence, immediately after giving effect to each Incremental Facility Amendment and the First Lien Indebtedness applicable Incremental Facility, the Total Secured Net Leverage Ratio (determined excluding any concurrent borrowings 113 under the Revolving Credit Facility) computed on a pro forma basis Pro Forma Basis shall not exceed 3.00:1.00 or, if the proceeds of the Incremental Facilities will be used to finance a Permitted Acquisition (or a similar Investment permitted hereunder) and such Incremental Facilities will be unsecured, the Total Net Leverage Ratio computed on a Pro Forma Basis shall not exceed the Total Net Leverage Ratio immediately prior to giving effect to such Incremental Facilities (provided, however, that if the proceeds of Incremental Facilities will be used to finance a Permitted Acquisition (or a similar Investment permitted hereunder), the Total Secured Net Leverage Ratio shall be tested as of the relevant determination date as if of entering into a definitive written agreement with respect thereto) (assuming, solely for purposes of this ‎Section 2.20 at the time of incurrence and not for any other provision hereunder, that (I) all Incremental Facilities, all Additional Term Notes and all Additional Debt secured by Liens under ‎Section 6.02(hh), in each case established on or prior to such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than date are (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 fully drawn and (y) 3.25 to 1.00 thereafter; secured, whether or not so secured and (iiII) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent proceeds of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is are not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth included as unrestricted cash and Cash Equivalents in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans definition of any Series shall not be earlier than “Total Secured Net Leverage Ratio”; provided that to the Tranche B Term Loan Maturity Date (except that extent the scheduled final maturity proceeds of such Incremental Loans are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be accelerated given pro forma effect), provided that the financial incurrence test set forth in clause ‎(ii) of this paragraph ‎(a) shall not apply to the incurrence of an aggregate principal amount of Indebtedness under Incremental Facilities and Unrestricted Additional Term Notes after the Restatement Date not to exceed an amount the Dollar Equivalent (calculated using the Exchange Rate on the date of effectiveness of such Incremental Facility Amendment and Incremental Facility) of which equals $500,000,000 plus the amount of any voluntary prepayments, debt buybacks, repurchases, redemptions and other retirements, and payments by the Borrower utilizing 9.02(c), of the Term Loans and Other Applicable Indebtedness and voluntary permanent reductions of the Revolving Commitments effected after the Restatement Date that are not financed with the incurrence of Credit Agreement Refinancing Indebtedness and that do not reduce the amount of any payment otherwise due pursuant to Section 2.08(b)‎Section 2.11(d) by operation of the proviso to such clause (such Indebtedness, the “Unrestricted Incremental First Lien Indebtedness”) (it being understood and agreed that (I) the Borrower shall designate any such Indebtedness as Unrestricted Incremental First Lien Indebtedness on or prior to the date of such incurrence by notice to the applicable Administrative Agent, (II) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental First Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to incur under this ‎Section 2.20 the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur Unrestricted Incremental First Lien Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated), and (III) if any such Indebtedness is incurred as Unrestricted Incremental First Lien Indebtedness, the Average Life to Maturity of the Incremental Loans Total Secured Net Leverage Ratio shall be greater permitted to exceed the financial incurrence test set forth in clause ‎(ii) of this paragraph ‎(a) to the extent of such amounts incurred as Unrestricted Incremental First Lien Indebtedness and (IV) the Borrower may elect to incur any Incremental Facilities under the financial incurrence test set forth in clause ‎(ii) of this paragraph ‎(a) regardless of whether the Borrower has the ability to incur Unrestricted Incremental First Lien Indebtedness at such date of incurrence) and (%4) in the event that the Yield for any Incremental Term Facility incurred by the Borrower is higher than the Average Life to Maturity of Yield for the Tranche B Term Loans made (except that Incremental Loans shall be entitled to participateor deemed made) on the Restatement Date by more than 50 basis points, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) then the Applicable Margin that will apply to for such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.000

Incremental Loans. The (a) On or before the Term Loan Maturity Date or the Revolving Credit Maturity Date, as applicable, the Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as elect to request the establishment of (i) incremental or additional term loan facilities (each, an “Incremental Term Facility”, and the commitments thereunder the “Incremental Term Loan Commitments”) or (ii) incremental or additional revolving credit facilities, which, for the avoidance of doubt, may include, at the option of Borrower, an increase in the size of the Revolving LC Sublimit on a dollar-for-dollar basis with the size of the Incremental Revolving Facility (subject to the consent of the Issuing Bank, in its sole and absolute discretion); provided belowthat in no event shall the Revolving LC Sublimit exceed $80,000,000 at any time (each, request one or more Lenders (including Persons who shall become an “Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Revolving Facility” and, together with the Incremental Term Loans or increase Facilities, the amount of their “Incremental Facilities”; and the commitments thereunder, the “Incremental Revolving Commitments” and, together with the Incremental Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (Loan Commitments, collectively, the “Incremental LoansLoan Commitments”). Subject to the terms and conditions set forth in this Section 2.22 and to the conditions precedent to each Credit Event set forth in Section 4.02 hereto, the Incremental Facilities shall be, in the case of any Incremental Term Facility, funded, or in the case of any Incremental Revolving Facility, available on the relevant Increased Amount Date; provided that (ix) the aggregate amount of all Incremental Loans Facilities shall not exceed (A) the aggregate principal amount of $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 3135,000,000, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans Term Facility shall be in an aggregate principal amount equal to at least $5,000,000 and (z) each Incremental Revolving Facility shall be in an amount equal to at least $5,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that is the Incremental Loan Commitments shall be effective, which shall be a date not less than $10,000,000 five (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i5) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days Business Days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply notice is delivered to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness any Lender offered or approached to provide all or a portion of any Incremental Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementCommitments.

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Fourth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount establishment of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed $25,000,000; (Aii) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(BLoan, (A) no Default shall exist and (B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 2.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter1.00; (iiiii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iiiv) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits limit set forth in clause (i) above); (ivvi) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (vviii) except as otherwise provided in the proceeds of Incremental Loans shall be used solely for the purposes permitted under Section 6.09(a6.08(c), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The (a) Borrower may at any time or from time to time after time, on not less than five (5) Business Days’ notice request the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request establishment of (x) one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans term loan commitments, which may be in the form of a new tranche of term loans or an increase in the amount of their the Term Loans and/or (such new term loan commitments or increase, the “New Term Loan Commitments”) or (y) establish one or more additional tranches revolving loan commitments, which shall be an increase in the amount of term loans hereunder the Revolving Credit Commitments (collectivelysuch increased commitments, the “Incremental LoansNew Revolving Loan Commitments” and together with the New Term Loan Commitments, the “New Loan Commitments”); provided , provided, in each case, that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon on the effectiveness date the New Loan Commitments shall be effective (the “Increased Amount Date”) (and after giving effect thereto and the use of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(Bthe proceeds thereof), (i) the First Lien Indebtedness no Default or Event of Default exists and (ii) Borrower shall have a (A) Total Leverage Ratio (determined on a pro forma basis as of the relevant determination date most recently completed calendar quarter for which financial statements have been prepared and finalized by Borrower) of less than the lesser of 3.00 to 1.00 and 0.25 to 1.00 less than the applicable covenant level and (B) Senior Secured Leverage Ratio (on a pro forma basis as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on of the most recent period recently completed calendar quarter for which financial statements have been prepared and finalized by Xxxxxxxx) of four consecutive fiscal quarters) shall not be greater less than (x) 3.50 2.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental 1.00. Each New Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans Commitment shall be in an aggregate principal amount that is not less than of at least $10,000,000 and in integral multiples of at least $5,000,000 and the aggregate principal amount of all New Loan Commitments after the Third Amendment Effective Date (or such lesser and excluding for the avoidance of doubt the Term A- 2 Loan Commitments) shall not exceed $100,000,000.Each request for a New Loan Commitment shall set forth the requested amount that represents all and proposed terms of the remaining availability relevant New Loan Commitment and the Lenders or other Persons willing to provide such New Loan Commitments. New Loan Commitments may be made by any existing Lender or if necessary to achieve the full amount of the requested New Loan Commitment, any other Person that qualifies as an Eligible Assignee (any such Person, an “New Lender”), provided that no Person shall be a New Lender without the consent of Administrative Agent (which consent shall not be unreasonably withheld). (c) The making of any Loan under this Section 2.18 (a “New Term Loan” or a “New Revolving Loan”, as applicable, and collectively, the limits “New Loans”) shall (i) be subject to each condition set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) 4.2 and such other conditions as Borrower, the parties to applicable Lenders and Administrative Agent shall agree (including delivery of any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such Incremental Loan Amendment shall agree. The Incremental Loans made transaction); and (ii) be documented pursuant to the same Incremental a supplement or joinder to this Agreement executed by Xxxxxxxx, each applicable New Lender and Administrative Agent. Any New Loan Amendment Commitments shall be deemed to be designated in the applicable supplement or joinder either as a separate series tranche (in the case of term loans) or an increase to the existing Term Loans or Revolving Credit Commitments, as applicable (in each case a “SeriesTranche”) of Incremental Loans ), for all purposes of this Agreement.. (d) The terms and provisions of the New Loans and New Loan Commitments shall, except as otherwise set forth herein or in the applicable supplement, be identical to those applicable

Incremental Loans. The (a) Borrower may at any time or from time to time after the Fifth Restatement Effective Datemay, by written notice to the Administrative Agent as provided belowfrom time to time, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or an increase in the principal amount of their Term Loans and/or (y) establish the Loans, or request one or more additional tranches of term loans hereunder Loans (collectively, the “Incremental Loans”); provided that (i) the aggregate principal amount of Incremental Loans incurred under this Section 2.15 after the Amendment No. 8 Closing Date shall not exceed an amount equal to the sum of (Aa) (I) $400,000,000 100 million, plus (II) $150 million minus the aggregate principal amount of Indebtedness outstanding and secured at the time pursuant to clause (6)(B)(y)(i) of the definition of “Permitted Liens”, plus (b) an additional amount so long as, after giving effect to the incurrence of such additional amount, (i) Borrower could incur $1.00 of additional Indebtedness under Section 7.1(a) and (ii) the pro forma Consolidated Secured Net Leverage Ratio of Borrower (calculated without netting the cash proceeds of such Incremental Loans) does not exceed 3.00:1.00 (the “Ratio Incremental Starter AmountBasket”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify set forth (wx) the amount of such the Incremental Loans Commitments being requested (which shall be in minimum increments of $1,000,000 and the Person or Persons to provide such Incremental Loansa minimum amount of $5,000,000), (xy) the date on which such Incremental Loans Commitments are requested to become effective (which shall not be made, less than ten (y10) Business Days nor more than sixty (60) days after the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates date of such notice (if anyor such longer or shorter periods as Agent shall agree)) for such Incremental Loans and (z) the Applicable Margin that will apply to whether such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment are intended to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein increases to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person existing Loans or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed are intended to be a separate series new tranche of Loans with terms different from the Loans. Borrower may seek Incremental Loans from existing Lenders (each a “Series”of which shall be entitled to agree or decline to participate in its sole discretion) of Incremental Loans for all purposes of this Agreementor any Additional Lender.

Incremental Loans. The (a) In addition to the $400,000,000 in aggregate principal amount of 2018 Delayed Draw Tranche A Term Loans established on the Sixth Amendment Effective Date pursuant to the Sixth Amendment, the $500,000,000 Revolving Commitment Increase established pursuant to the Eighth Amendment and the $424,723,767.26 in aggregate principal amount of 2022 Supplemental Tranche A Term Loans established on the Ninth Amendment Effective Date pursuant to the Ninth Amendment, theThe Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, elect to request the establishment of one or more Lenders new term loans (including Persons who shall each, a “New Term Loan Commitment”) or increases of existing Term Loans (each, a “Supplemental Term Loan Commitment”) or new revolving commitments (each, a “New Revolving Commitment”) (but no more than three tranches at any time outstanding in the case of revolving commitments) or increases of existing Revolving Commitments (each, a “Revolving Commitment Increase”; together with any New Term Loan Commitments, and any Supplemental Term Loan Commitments and any Revolving Commitment Increase, the “New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of, at the time the respective New Loan Commitments become effective, (x) the Maximum Incremental Lenders Facility Amount and (y) an additional amount not to exceed, together with (i) all other New Loan Commitments established pursuant to this Section 2.01(c2.25(a)(y) and (ii) Additional Obligations incurred pursuant to Section 7.2(p)) , the greater of $909,000,000 or 100% of Consolidated EBITDA, as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1, in the aggregate. For purposes of determining compliance with the foregoing sentence of this Section 2.25(a), in the event that New Loan Commitments can be incurred under either clause (x) provide additional Term Loans or increase (y) of such sentence, the Borrower shall, in its sole discretion, classify such New Loan Commitments (or any portion thereof) and may include the amount of their Term Loans and/or such New Loan Commitments in one or both of such clauses; provided that, at the Borrower’s option, capacity to incur New Loan Commitments pursuant to clause (x) shall be deemed to be utilized prior to any utilization of clause (y) to establish one New Loan Commitments $500,000,000 in the aggregate. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent; provided that any Lender offered or more additional tranches approached to provide all or a portion of term loans hereunder any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (collectively, the “Incremental Loans”)b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date immediately after giving effect to such New Loan Commitments and the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time making of any such request New Loans pursuant thereto and upon any transaction consummated in connection therewith (or, in the effectiveness case of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(Bincurrence of New Loans necessary or advisable (as determined by the Borrower in good faith) for the First Lien Indebtedness Ratio (determined on consummation of a pro forma basis Limited Condition Acquisition, no Default or Event of Default exists as of the relevant determination date as the definitive acquisition agreements for such Limited Condition Acquisition are entered into (or, if applicable, the date of delivery of an irrevocable notice or declaration of such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafterLimited Condition Acquisition)); (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to in pro forma compliance with the prior consent financial covenant set forth in Section 7.1 as of the Administrative Agent (end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 at the effective time of such consent not to be unreasonably withheld)commitments; (iii) each tranche the proceeds of Incremental any New Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all used, at the discretion of the remaining availability under the limits set forth in clause (i) above)Borrower, for any purpose not prohibited by this Agreement; (iv) except for Incremental the New Loans requested shall be secured by the Collateral on a pari passu or, at the Borrower’s option, junior basis (so long as any such New Loan Commitments (and related Obligations) are subject to an Intercreditor Agreement or an Other Intercreditor Agreement) and shall benefit ratably from the guarantees under clause the Guarantee and Collateral Agreement; (xv) above in the case of New Loans that are Tranche A term loans (“New Term Loans”), the Incremental Loan Maturity Date of the Incremental Loans of any Series maturity date thereof shall not be earlier than the Tranche B Term Loan Latest Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.75 [[6103614]]

Incremental Loans. The Borrower may at (a) At any time or from time to time after the Fifth Restatement Effective Closing Date, the Borrower may by written notice to the Administrative Agent as provided below, elect to request the establishment of one or more Lenders incremental term loan commitments (including Persons who shall become any such incremental term loan commitment, an “Incremental Lenders pursuant to this Section 2.01(c)Loan Commitment”) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish make one or more additional tranches of term loans hereunder (collectivelyany such additional term loan, the an “Incremental LoansLoan”); provided that (ix) the aggregate principal amount of all such Incremental Loans shall not exceed $15,000,000, collectively, (Ay) the aggregate principal amount of the Loans then outstanding after giving effect to such Incremental Loans shall not exceed $400,000,000 165,000,000 and (z) the aggregate principal amount of each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clauses (x) and (y). Each such notice shall specify the date (each, an “Incremental Starter AmountIncreased Amount Date”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at on which the time of any such request and upon the effectiveness of Borrower proposes that any Incremental Loan Amendment with respect Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent (or such shorter period as may be agreed to by the Administrative Agent). The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Eligible Assignee, to provide an Incremental Loan pursuant Commitment (any such Person, an “Incremental Lender”); provided that, if any such Incremental Lender is Standard General, any Incremental Loans made by it shall be subject to this the restrictions set forth in Section 2.01(c)(i)(B10.9(g) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated were purchased by it pursuant to Section 2.08(b10.9(g)), and the Average Life . Any proposed Incremental Lender offered or approached to Maturity provide all or a portion of the any Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b)Loan Commitment may elect or decline, in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a)its sole discretion, the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Loan Commitment. Any Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons Commitment shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent effective as of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative AgentIncreased Amount Date; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.that:

Incremental Loans. The (a) In addition to the $441,187,500400,000,000 in aggregate principal amount of 2016 Supplemental2018 Delayed Draw Tranche A Term Loans established and incurred on the ThirdSixth Amendment Effective Date pursuant to the ThirdSixth Amendment, the Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, elect to request the establishment of one or more Lenders new term loans (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)each, a “New Term Loan Commitment”) to (x) provide additional or increases of existing Term Loans (each, a “Supplemental Term Loan Commitment”) or increase new revolving commitments (each, a “New Revolving Commitment”) (but no more than three tranches at any time outstanding in the amount case of their revolving commitments) or increases of existing Revolving Commitments (each, a “Revolving Commitment Increase”; together with any New Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectivelyLoan Commitments, any Supplemental Term Loan Commitments and any Revolving Commitment Increase, the “Incremental LoansNew Loan Commitments”); provided that (i) the hereunder, in an aggregate amount of Incremental Loans shall for all such New Loan Commitments not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both in excess of, at the time of any such request and upon the effectiveness of any Incremental respective New Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental LoansCommitments become effective, (x) the Maximum Incremental Facility Amount and (y) an additional amount not to exceed, together with (i) all other New Loan Commitments established pursuant to this Section 2.25(a)(y) and (ii) Additional Obligations incurred pursuant to Section 7.2(p), $400,000,000 in the the greater of $627,000,000 or 100% of Consolidated EBITDA, as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1, in the aggregate. For purposes of determining compliance with the foregoing sentence of this Section 2.25(a), in the event that New Loan Commitments can be incurred under either clause (x) or (y) of such sentence, the Borrower shall, in its sole discretion, classify such New Loan Commitments (or any portion thereof) and may include the amount of such New Loan Commitments in one or both of such clauses; provided that, at the Borrower’s option, capacity to incur New Loan Commitments pursuant to clause (x) shall be deemed to be utilized prior to any utilization of clause (y) to establish New Loan Commitments. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply notice is delivered to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental New Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementCommitments.

Incremental Loans. (a) The Borrower may at any time or Borrowers may, by written notice delivered to the Administrative Agent from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request on one or more Lenders (including Persons who shall become occasions after the Closing Date, request Incremental Lenders pursuant to this Section 2.01(c)) Commitments in an aggregate principal amount for all such Incremental Commitments of up to (xi) provide additional Term $10,000,000 (which shall not be reduced by any amount incurred in reliance on clause (ii) below) plus (ii) an unlimited amount, so long as in the case of this clause (ii), after giving effect to such Incremental Loans (and assuming in the case of any Incremental Revolving Credit Commitments, that such Incremental Revolving Loans have been fully drawn) and the use of proceeds thereof, the Total Net Leverage Ratio calculated on a Pro Forma Basis shall be equal to or increase the amount of their Term Loans and/or less than 4.00 to 1.00 (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental LoansLoan Amount”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant Borrowers may elect to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to use this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; clause (ii) each Person which the Borrower shall request prior to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under , and if both clause (xi) above that and this clause (ii) are Tranche A Term Loansavailable and the Borrowers do not make an election, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not Borrowers will be earlier than the Tranche B Term Loan Maturity Date deemed to have elected this clause (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(bii)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify set forth (wx) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Loans and the Person or Persons to provide such Incremental LoansLoan Amount), (xy) the date on which such Incremental Loans Loan Commitments are requested to become effective (which shall not be madeless than 5 Business Days nor more than 60 days after the date of such notice, (y) unless the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans Administrative Agent shall otherwise agree and (z) the Applicable Margin that will apply to whether such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment Commitments are commitments to make such additional Term Loans, additional Revolving Loans or term loans or revolving loans with terms different from the Loans (loans with different terms from the Loans being referred to herein as “Specified Incremental Loans” and such commitments, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an “Specified Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or PersonsCommitments”), the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementapplicable.

Incremental Loans. The (a) Borrower may at any time or from time to time after time, on not less than five (5) Business Days’ notice request the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request establishment of (x) one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans term loan commitments, which may be in the form of a new tranche of term loans or an increase in the amount of their the Term Loans and/or (such new term loan commitments or increase, the “New Term Loan Commitments”) or (y) establish one or more additional tranches revolving loan commitments, which shall be an increase in the amount of term loans hereunder the Revolving Credit Commitments (collectivelysuch increased commitments, the “Incremental LoansNew Revolving Loan Commitments” and together with the New Term Loan Commitments, the “New Loan Commitments”); provided , provided, in each case, that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon on the effectiveness date the New Loan Commitments shall be effective (the “Increased Amount Date”) (and after giving effect thereto and the use of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(Bthe proceeds thereof), (i) the First Lien Indebtedness no Default or Event of Default exists and (ii) Borrower shall have a (A) Total Leverage Ratio (determined on a pro forma basis as of the relevant determination date most recently completed calendar quarter for which financial statements have been prepared and finalized by Borrower) of less than the lesser of 3.00 to 1.00 and 0.25 to 1.00 less than the applicable covenant level and (B) Senior Secured Leverage Ratio (on a pro forma basis as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on of the most recent period recently completed calendar quarter for which financial statements have been prepared and finalized by Borrower) of four consecutive fiscal quarters) shall not be greater less than (x) 3.50 2.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental 1.00. Each New Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans Commitment shall be in an aggregate principal amount that is not less than of at least $10,000,000 and in integral multiples of at least $5,000,000 and the aggregate principal amount of all New Loan Commitments after the Third Amendment Effective Date (or such lesser and excluding for the avoidance of doubt the Xxxx X- 0 Loan Commitments) shall not exceed $100,000,000.Each request for a New Loan Commitment shall set forth the requested amount that represents all and proposed terms of the remaining availability relevant New Loan Commitment and the Lenders or other Persons willing to provide such New Loan Commitments. New Loan Commitments may be made by any existing Lender or if necessary to achieve the full amount of the requested New Loan Commitment, any other Person that qualifies as an Eligible Assignee (any such Person, an “New Lender”), provided that no Person shall be a New Lender without the consent of Administrative Agent (which consent shall not be unreasonably withheld). (c) The making of any Loan under this Section 2.18 (a “New Term Loan” or a “New Revolving Loan”, as applicable, and collectively, the limits “New Loans”) shall (i) be subject to each condition set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) 4.2 and such other conditions as Borrower, the parties to applicable Lenders and Administrative Agent shall agree (including delivery of any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such Incremental Loan Amendment shall agree. The Incremental Loans made transaction); and (ii) be documented pursuant to the same Incremental a supplement or joinder to this Agreement executed by Borrower, each applicable New Lender and Administrative Agent. Any New Loan Amendment Commitments shall be deemed to be designated in the applicable supplement or joinder either as a separate series tranche (in the case of term loans) or an increase to the existing Term Loans or Revolving Credit Commitments, as applicable (in each case a “SeriesTranche”) of Incremental Loans ), for all purposes of this Agreement.. (d) The terms and provisions of the New Loans and New Loan Commitments shall, except as otherwise set forth herein or in the applicable supplement, be identical to those applicable

Incremental Loans. (a) The Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, elect to request the establishment of one or more Lenders new term loans (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)each, a “New Term Loan Commitment”) to (x) provide additional or increases of existing Term Loans (each, a “Supplemental Term Loan Commitment”) or increase new revolving commitments (each, a “New Revolving Commitment”) (but no more than three tranches at any time outstanding in the amount case of their revolving commitments) or increases of existing Revolving Commitments (each, a “Revolving Commitment Increase”; together with any New Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectivelyLoan Commitments, any Supplemental Term Loan Commitments and any Revolving Commitment Increase, the “Incremental LoansNew Loan Commitments”); provided that (i) the hereunder, in an aggregate amount of Incremental Loans shall for all such New Loan Commitments not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both in excess of, at the time of any such request and upon the effectiveness of any Incremental respective New Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental LoansCommitments become effective, (x) the Maximum Incremental Facilities Amount and (y) an additional amount not to exceed, together with (i) all other New Loan Commitments established pursuant to this Section 2.25(a)(y) and (ii) Additional Obligations incurred pursuant to Section 7.2(p), the greater of $265,000,000 or 100% of Consolidated EBITDA, as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1, in the aggregate. For purposes of determining compliance with the foregoing sentence of this Section 2.25(a), in the event that New Loan Commitments can be incurred under either clause (x) or (y) of such sentence, the Borrower shall, in its sole discretion, classify such New Loan Commitments (or any portion thereof) and may include the amount of such New Loan Commitments in one or both of such clauses; provided that, at the Borrower’s option, capacity to incur New Loan Commitments pursuant to clause (x) shall be deemed to be utilized prior to any utilization of clause (y) to establish New Loan Commitments. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such Incremental Loans shall be made, notice is delivered to the Administrative Agent (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for or such Incremental Loans and (z) the Applicable Margin that will apply shorter period as agreed to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form its reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agentdiscretion); provided that the effectiveness any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental New Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementCommitments.

Incremental Loans. (a) The Borrower may at (upon receipt of requisite authorization from its board of directors) and any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who New Lenders) may from time to time agree that such Lenders (each such Lender, an “Incremental Lender”) shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide make available to the Borrower an additional Term Loans or revolving credit facility (the “Incremental Revolving Facility” and any loans thereunder, the “Incremental Revolving Loans”) and/or increase the amount of their Term Loans and/or Commitment under the Revolving Credit Facility, or (in the case of a New Lender) make available a Commitment under the Revolving Credit Facility and (y) establish make available to the Borrower one or more additional tranches of term loan facilities (each, an “Incremental Term Loan Facility” and together with the Incremental Revolving Facility, the “Incremental Facilities”; any loans hereunder (collectivelyunder the Incremental Term Loan Facility, the “Incremental Term Loans” and together with any Incremental Revolving Loans, the “Incremental Loans”); provided that , in either such case by executing and delivering to the Administrative Agent a notice specifying (i) the aggregate principal amount of such increase (including whether it is an Incremental Loans shall not exceed Revolving Facility or Incremental Term Facility) and (Aii) $400,000,000 the proposed Incremental Facility Closing Date. Notwithstanding the foregoing, (I) no increase pursuant to this paragraph may be obtained after the “occurrence and during the continuation of a Default or Event of Default or if a Default or Event of Default would result therefrom (except in the case of an Incremental Starter Amount”) less any Permitted Additional Indebtedness Facility incurred to finance an Investment permitted under Section 6.7, if so agreed by the Borrower and the applicable Incremental Lenders, no Event of Default pursuant to Section 7.01(m7.1(a), Section 7.1(e) plus (Bor Section 7.1(f) additional amounts so long as both at the time of any has occurred and is continuing or would result from such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan increase pursuant to this Section 2.01(c)(i)(B2.21), (II) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans any increase effected pursuant to this Section 2.01(c)(i)(B2.21 shall be in a minimum amount of at least $10,000,000, (III) had been outstanding on the most recent period Incremental Facilities shall rank pari passu in right of four consecutive fiscal quarters) shall not be greater than payment and security with the Revolving Credit Facility (x) 3.50 to 1.00 at provided that any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall Term Facility may be subject to an excess cash flow sweep and mandatory prepayments in respect of debt issuances in addition to any mandatory prepayments applicable to the prior consent of Revolving Credit Facility), (IV) on any Incremental Facility Closing Date, the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits representations and warranties set forth in clause this Agreement shall be true and correct in all material respects (i) aboveor certain specified representations and warranties set forth in this Agreement shall be true and correct in all material respects, in the case of an Investment permitted under Section 6.7, if so agreed by the Borrower and any applicable Incremental Lender); (iv) , except for Incremental Loans requested under clause any representation or warranty expressly stated to have been made as of a specified date (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series which shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity true and correct in all material respects as of such Incremental Loans may be accelerated pursuant to Section 2.08(b)date), and the Average Life to Maturity of the (V) on any Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a)Facility Closing Date, the Borrower shall within 30 days after be in pro forma compliance with a Senior Secured Leverage Ratio (assuming all commitments under the date Revolving Credit Facility and any such Incremental Facility are fully drawn) of 1.75:1.00 as of the last day of the most recently ended Test Period, (VI) any Incremental Revolving Facility will have a Person becomes final maturity no earlier than the latest final maturity of the Revolving Credit Facility and any Incremental Revolving Facility, and any Incremental Term Facility will have a TV/Radio Subsidiary cause final maturity no earlier than the Collateral latest final maturity of the Revolving Credit Facility and Guarantee Requirement any Incremental Facility, (VII) the weighted average life to maturity of any Incremental Revolving Facility shall be satisfied no shorter than the weighted average life to maturity of the Revolving Credit Facility and any Incremental Revolving Facility, and the weighted average life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life to maturity of any other Incremental Term Facility, (VIII) other than amortization (solely with respect to Incremental Term Loans), pricing, fees and maturity date, each Incremental Facility shall have the same terms as the Revolving Credit Facility, or such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information terms as are reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery satisfactory to the Administrative Agent and the Borrower, and, except as set forth above, shall be treated substantially the same as the existing Revolving Credit Facility (including with respect to mandatory and voluntary prepayments (provided that any Incremental Term Facility may be subject to an excess cash flow sweep and mandatory prepayments in respect of an debt issuances in addition to any mandatory prepayments applicable to the Revolving Credit Facility)) and (IX) any Incremental Loan Amendment Facility shall be effected pursuant to documentation (in form reasonable including but not limited to customary legal opinions, board resolutions and officers’ certificates reasonably satisfactory to the Administrative Agent) and procedures reasonably acceptable to the Administrative Agent and the Borrower (including, if applicable, procedures to ensure that outstandings are held ratably by such Person or Personsthe applicable Lenders). Notwithstanding anything to the contrary in Section 9.1, in connection with any Incremental Facility, this Agreement and the other Loan Documents may be amended in writing (which shall be executed by the Borrower, the Borrower Administrative Agent and the Administrative Agent; provided that Incremental Lenders) in order to establish the effectiveness of such Incremental Loan Amendment shall be subject Revolving Facility or Incremental Term Facility, as applicable, and to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references reflect any technical changes necessary or appropriate to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties give effect to such Incremental Loan Amendment Facility in accordance with its terms as set forth herein. No Lender shall agree. The Incremental Loans made pursuant have any obligation to the same Incremental Loan Amendment shall be deemed participate in any increase described in this paragraph unless it agrees to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementdo so in its sole discretion.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after prior to the Fifth Restatement Effective Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by written no less than three (3) Business Days’ prior notice to the Administrative Agent as provided below(or such lesser number of days reasonably acceptable to the Administrative Agent), request to add one or more Lenders new credit facilities (including Persons who shall become each, an “Incremental Lenders pursuant to this Section 2.01(c)Credit Facility”) to denominated, in the case of any Incremental Term Facility, in Dollars or any Alternative Currency or, in the case of any Incremental Revolving Facility, at the option of the Borrower, in Dollars or, solely in the case of any Incremental Revolving Facility that is structured as an additional tranche of revolving commitments (xand not, for the avoidance of doubt, an increase in the Initial Revolving Commitments) provide additional Term Loans or increase the amount any Alternative Currency, and consisting of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder or an increase to an existing Class of Term Loans (collectivelyeach, the an “Incremental LoansTerm Facility”) or one or more additional tranches of revolving commitments or an increase in an existing Class of Revolving Commitments (each, an “Incremental Revolving Facility”), or a combination thereof; provided that (i) immediately before and after giving effect to each Incremental Credit Facility Amendment and the applicable Incremental Credit Facility, no Event of Default has occurred and is continuing or would result therefrom (except in the case that the proceeds of any Incremental Credit Facility are being used to finance a Limited Condition Acquisition, in which case instead (x) no Event of Default shall exist or would result therefrom on the LCA Test Date and (y) no Event of Default under Section 7.01(a), 7.01(b), 7.01(h) or 7.01(i) shall have occurred and be continuing or would exist after giving effect thereto at the time such acquisition is consummated), (ii) subject to calculation adjustments set forth in Section 1.12 with respect to any Incremental Credit Facility being incurred in connection with a Limited Condition Acquisition, the aggregate principal amount of each Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both Credit Facility at the time of any issuance or incurrence shall not exceed the Maximum Additional Debt Amount at such request time, and upon the effectiveness of any Incremental Loan Amendment (iii) with respect to an any secured Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio Credit Facility (determined on a pro forma basis as of the relevant determination date as if such other than any Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than Credit Facility (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent ranking junior in right of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (payment or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify security with the 113 #91301181v32 Obligations (w) the amount including as a result of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be madebeing “last out” in any waterfall), (y) incurred in connection with a Permitted Acquisition or other Investment permitted hereunder, or (z) any Specified Incremental Term Facility), in the event that the Yield for any Incremental Loan Term Facility incurred in reliance on clause (a) of the definition of “Maximum Additional Debt Amount” and funded within twelve (12) months of the Closing Date is higher than the Yield for the outstanding Term Loans by more than seventy-five (75) basis points, then, except in the case of any such Incremental Term Facility having an outside maturity date on or after the first anniversary of the Latest Maturity Date and with respect to the Term Loans in effect at the time such Incremental Loan Principal Payment Dates (if any) Term Facility is incurred, the Applicable Margin for the outstanding Term Loans shall be increased to the extent necessary so that the Yield for such outstanding Term Loans is equal to the Yield for such Incremental Loans Term Facility minus seventy-five (75) basis points (any such adjustment under clause (I), the “MFN Adjustment”); provided that, in addition to the foregoing, for purposes of calculating the Yield for any Incremental Credit Facility or Additional Debt that constitutes fixed-rate Indebtedness, the fixed rate coupon of such Indebtedness shall be swapped to a floating rate on a customary matched-maturity basis, and (z) the Applicable Margin that will apply to Yield of such Incremental Loans and (if applicable) the fixed-rate of the commitment fee, if any, payable by the Borrower Indebtedness on a floating rate basis shall be reasonably determined in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested a customary manner by the Administrative Agent based on customary financial methodology in connection therewith. Amounts prepaid consultation with the Borrower (or, if the Administrative Agent declines (or is unable) to determine such Yield or the appropriate floating rate swap on a matched maturity basis, as reasonably determined in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery a customary manner based on customary financial methodology by a financial institution reasonably acceptable to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementBorrower).

Incremental Loans. (a) The Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided belowelect to request increases of existing Revolving Commitments (each, request one or more Lenders (including Persons who shall a “Supplemental Revolving Commitment”) hereunder, in an aggregate amount for all such Supplemental Revolving Commitments not in excess of, at the time the respective Supplemental Revolving Commitments become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectivelyeffective, the “Maximum Incremental Loans”); provided that Facilities Amount. Each such notice shall specify (i) the aggregate amount of Incremental Loans shall not exceed date (A) $400,000,000 (the each, an “Incremental Starter AmountIncreased Amount Date”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan proposes that the Supplemental Revolving Commitments shall be subject to the prior consent of effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent (such consent not to be unreasonably withheld); (iiimay agree) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery notice is delivered to the Administrative Agent and (ii) if applicable, the Tranche (or Tranches) of Revolving Commitments to be so increased (and, if more than one Tranche of Revolving Commitments will be increased, the amount of the aggregate Supplemental Revolving Commitment to be allocated to each such Tranche); provided, that (x) any Lender offered or approached to provide all or a portion of any Supplemental Revolving Commitments may elect or decline, in its sole discretion, to provide such Supplemental Revolving Commitments, and (y) any Person that the Borrower proposes to become a New Lender, if such Person is not then a Lender, must be an Incremental Loan Amendment (in form reasonable satisfactory Eligible Assignee and must be reasonably acceptable to the Administrative Agent) by , and to the extent its consent would be required to assign Loans to any such Person or PersonsEligible Assignee, the Borrower each Issuing Lender and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementSwingline Lender.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after prior to the Fifth Restatement Effective Revolving Maturity Date, and, with respect to Incremental Term Loans, prior to the Tranche A Maturity Date, in each case subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative Agent as provided below(whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans existing Revolving Commitments (“Incremental Revolving Commitments”) and/or (y) establish add one or more additional tranches of term loans hereunder (collectively, or increases in the “Incremental Loans”); provided that (i) the aggregate amount of Incremental any existing Class of Term Loans shall not exceed (A) $400,000,000 (the “Incremental Starter AmountTerm Loans”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both ), provided that at the time of any each such request and upon the effectiveness of any each Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(BFacility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the First Lien Indebtedness Ratio (determined Borrower shall be in compliance on a pro forma basis Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on last day of the most recent period fiscal quarter for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of four consecutive fiscal quartersSection 5.01, (C) the Incremental Loans shall not be greater than (x) 3.50 to 1.00 at any time during constitute “Senior Indebtedness” under and as defined in the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 Convertible Notes Documents and (yD) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request have delivered a certificate of a Financial Officer to make an the effect set forth in clauses (A), (B) and (C) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Loan Revolving Commitments and Incremental Term Loans shall not exceed $200,000,000 and the aggregate amount of the Incremental Revolving Commitments shall not exceed $100,000,000. Each exercise of the Borrower’s right to seek Incremental Revolving Commitments or Incremental Term Loans shall be subject to the prior consent in an integral multiple of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all 100,000,000, in the case of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b)$25,000,000, in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect case of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementRevolving Commitments.

Incremental Loans. The (a) Borrower may at any time or from time to time after the Fifth Restatement Effective Datemay, by written notice to the Administrative Agent as provided belowfrom time to time, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or an increase in the principal amount of their Term Loans and/or (y) establish the Loans, or request one or more additional tranches of term loans hereunder Loans (collectively, the “Incremental Loans”); provided that (i) the aggregate principal amount of Incremental Loans incurred under this Section 2.15 shall not exceed an amount equal to the sum of (a) $100 million plus (b) an additional amount so long as, after giving effect to the incurrence of such additional amount, (i) Borrower could incur $1.00 of additional Indebtedness under Section 7.1(a) and (ii) the pro forma Consolidated Secured Net Leverage Ratio of Borrower (calculated without netting the cash proceeds of such Incremental Loans) does not exceed 3.00:1.00 (the “Ratio Incremental Basket”); provided that when calculating the Consolidated Secured Net Leverage Ratio for purposes of this Section 2.15(a) at any time, the maximum amount of Indebtedness that Borrower is permitted to incur under its undrawn commitments under (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus ABL Credit Agreement as in effect at such time and (B) additional amounts so long the Con-way Bridge Credit Agreement as both in effect at the such time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b)shall, in mandatory prepayments); each case, be deemed outstanding and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date secured by a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio SubsidiaryLien. Such notice shall specify set forth (wx) the amount of such the Incremental Loans Commitments being requested (which shall be in minimum increments of $1,000,000 and the Person or Persons to provide such Incremental Loansa minimum amount of $5,000,000), (xy) the date on which such Incremental Loans Commitments are requested to become effective (which shall not be made, less than ten (y10) Business Days nor more than sixty (60) days after the Incremental Loan Maturity Date date of such notice (or such longer or shorter periods as Agent shall agree)) and the Incremental Loan Principal Payment Dates (if anyii) for whether such Incremental Loans and (z) the Applicable Margin that will apply are intended to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein increases to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person existing Loans or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed are intended to be a separate series new tranche of Loans with terms different from the Loans. Borrower may seek Incremental Loans from existing Lenders (each a “Series”of which shall be entitled to agree or decline to participate in its sole discretion) of Incremental Loans for all purposes of this Agreementor any Additional Lender.

Incremental Loans. (a) The Borrower may at any time or from time to time after the Fifth Restatement Effective Datemay, by written notice to the Administrative Agent as provided belowand the Person appointed by the Borrower to arrange Incremental Loan Commitments (such Person (who may be (i) the Administrative Agent, request one if it so agrees or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(cii) any other Person appointed by the Borrower after consultation with the Administrative Agent)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental LoansArranger”) from time to time, request from one or more existing or additional Lenders, all of which must be Eligible Assignees: (A) one or more new commitments for new Term Loans which may be of the same Class as any outstanding Class of Term Loans or a new Class of Term Loans (the “Incremental Term Loan Commitments”) and/or (B) the establishment of one or more new revolving credit commitments (any such new commitments, the “Incremental Revolving Credit Commitments” and the Incremental Revolving Credit Commitments, collectively with any Incremental Term Loan Commitments, the “Incremental Loan Commitments”), in an amount not to exceed the Incremental Loan Amount (in the case of Incremental Revolving Credit Commitments, assuming a borrowing of the maximum amount of Incremental Revolving Loans available); provided that Incremental Loan Commitments may be incurred in the Available Currency or an alternative currency pursuant to procedures and on terms to be agreed with the applicable Incremental Arranger. The Incremental Arranger shall promptly deliver a copy of such notice to each of the Lenders. Such notice shall set forth (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio Commitments being requested (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal minimum increments of, $1,000,000 and a minimum amount that is not less than of $10,000,000 5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Incremental Arranger in its reasonable discretion), or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, equal to the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of Amount at such Incremental Loans may be accelerated pursuant to Section 2.08(b)time), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (xi) the date on which such Incremental Loans Loan Commitments are requested to become effective (which shall not be made, less than five Business Days (y) or such shorter period as agreed by the Incremental Loan Maturity Date and Arranger) after the Incremental Loan Principal Payment Dates (if anydate of such notice) for such Incremental Loans and (zi) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of whether such Incremental Loan Amendment Commitments are commitments to make additional Loans of the same Class which shall be extended in a manner so as to be fungible with an existing Class of Loans hereunder or commitments to make Loans with terms different from such Loans which shall constitute a separate Class of Loans hereunder (“Other Loans”). On the applicable date specified in any Incremental Loan Assumption Agreement (the “Incremental Facility Closing Date”), subject only to the satisfaction of each of the terms and conditions set forth in this Section 2.22 and Sections 5.02 and 5.03 in the applicable Incremental Loan Assumption Agreement, (it being understood that all references to “date 1) each Incremental Term Lender of such Borrowing” or similar language in Section 5.02 Class shall be deemed to refer make a Loan to the effective date Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class and (1) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Loan Amendment) Commitment of such Class and the Incremental Term Loans of such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans Class made pursuant thereto and (A) (1) each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the same Borrower (when borrowed, an “Incremental Loan Amendment shall be deemed to be a separate series (each a Revolving Loan” and collectively with any Incremental Term Loan, an “SeriesIncremental Loan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (1) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Loans for all purposes of this Agreementsuch Class made pursuant thereto.

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Restatement Sixth RestatementThird Amendment Effective DateDate (after having given effect to the Borrowing of the Incremental Tranche B-1 Term Loans thereon), by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) establish an additional revolving credit facility (the “Incremental Revolving Facility” and any loans thereunder, the “Incremental Revolving Loans”) and/or increase the amount of their Revolving Commitments under the Revolving Credit Facility, or (in the case of a bank or other financial institution that is not an existing Lender) make available additional Revolving Commitments under the Revolving Credit Facility and/or (y) provide additional Term Loans and/ or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the each, an “Incremental Term Loan Facility” and together with the Incremental Revolving Facilities, the ; Loans” and together with any Incremental Revolving Loans, the “Incremental Loans”); provided that (i) the t he aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.at

Incremental Loans. The (a) At any time, the Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, elect to request the establishment of one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more additional term loans (any such additional term loans, an “Incremental Term Loans or increase the amount of their Term Loans Loan”) and/or (y) establish one or more additional tranches of term increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make revolving credit loans hereunder under the Revolving Credit Facility (collectivelyany such increase, an “Incremental Revolving Credit Increase” and, together with the Incremental Term Loans, the “Incremental Loans”); provided that (i) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed $300,000,000 or, if greater, an amount equal to the amount of Incremental Loans shall not exceed (A) $400,000,000 (additional Indebtedness that would cause the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Consolidated Total Leverage Ratio (determined on a pro forma basis as of the relevant determination date as if Fiscal Quarter most recently ended prior to the incurrence of such additional Indebtedness, calculated on a Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness, not to exceed 2.00 to 1.00; and (ii) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quartersmade thereunder) shall not be greater less than a minimum principal amount of $5,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (xi). Each such notice shall specify the date (each, an “Increased Amount Date”) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an proposes that any Incremental Loan Commitment shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans effective, which shall be in an aggregate principal amount that is a date not less than $10,000,000 ten (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i10) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days Business Days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply notice is delivered to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after prior to the Fifth Restatement Effective Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by written no less than three (3) Business Days’ prior notice to the Administrative Agent as provided below(or such lesser number of days reasonably acceptable to the Administrative Agent), request to add one or more Lenders new credit facilities (including Persons who shall become each, an “Incremental Lenders pursuant to this Section 2.01(c)Facility”) to (x) provide additional Term Loans or increase denominated, at the amount option of their Term Loans such Borrower, in Dollars, Euros and/or (y) establish any Alternative Currency, and consisting of one or more additional tranches of term loans hereunder or an increase to an existing Class of Term Loans (collectivelyeach, the an “Incremental LoansTerm Facility”) or one or more additional tranches of revolving commitments or an increase in an existing Class of Revolving Commitments (each, an “Incremental Revolving Facility”); provided that , or a combination thereof, so long as (i) immediately before and after giving effect to each Incremental Facility Amendment and the aggregate amount applicable Incremental Facility, no Event of Default has occurred and is continuing or would result therefrom (or to the extent the proceeds of any Incremental Loans shall not exceed (Aare being used to finance a Permitted Acquisition or other permitted Investment, no Event of Default under Section 7.01(a), 7.01(b), 7.01(h) $400,000,000 (the “Incremental Starter Amount”or 7.01(i) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both has occurred and is continuing at the time of any execution of a binding agreement in respect of such request Acquisition or Investment and upon subject to customary “SunGard” limitations), and (ii) subject to the effectiveness provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment and the establishment of such Incremental Facility (or, at the option of the Borrower, (x) in the case of any Incremental Loan Amendment with respect Commitment established and not funded at such time, at the time of the initial funding of such Incremental Facility in lieu of the time at the time of such Incremental Facility Amendment) and/or (y) after giving effect to any acquisition or investment consummated or contemplated pursuant to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) agreement in connection herewith, the First Lien Indebtedness Leverage Ratio (determined computed on a pro forma basis as of the relevant determination date as if Pro Forma Basis (but without giving effect to any Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional Term Notes established and/or funded at such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarterstime) shall not be greater than 3.50:1.00 (such indebtedness, “Incurrence Incremental First Lien Indebtedness”) (assuming, solely for purposes of this Section 2.20 at the time of entering into such Incremental Facility Amendment or funding of such Incremental Facility, as applicable, as elected by the Borrower, and not for any other provision hereunder, that (I) all Incremental Facilities and all Additional Term Notes, in each case established and/or issued on or prior to such time are secured on a first Lien basis, whether or not so secured, (II) all Incremental Revolving Facilities and Incremental Term Facilities consisting of delayed draw term loans established but not funded at such time are fully drawn and (III) the proceeds of such Incremental Loans are not included as unrestricted cash and Cash Equivalents in clause (i) of the definition of “First Lien Leverage Ratio”; provided that to the extent the proceeds of such Incremental Loans are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be given pro forma effect); providedfurther that the financial incurrence test set forth in clause (ii) of this paragraph (a) shall not apply to the incurrence of an aggregate principal amount of Indebtedness under Incremental Facilities and Unrestricted Additional Term Notes after the Effective Date not to exceed an amount equal to the sum of (x) 3.50 to 1.00 at any time during the period beginning Dollar Equivalent (calculated using the Exchange Rate on the Fifth Restatement date of effectiveness of such Incremental Facility Amendment and Incremental Facility) of which equals $750,000,000 less any amounts incurred in reliance on Section 6.01(a)(xxxii)(a)(1) or in reliance on clause (x) of the definition of Unrestricted Incremental First Lien Indebtedness in the Seattle Credit Agreement (provided that the maximum amount deducted pursuant to this clause (x) shall not exceed $750,000,000) plus (y) the amount of any voluntary prepayments (or repurchases) of the Term Loans and voluntary permanent reductions of the Revolving Commitments effected after the Effective Date and ending the amount of any voluntary prepayments (or repurchases) of the Seattle Term Loans, First Lien Senior Secured Notes or any other Indebtedness secured by the Collateral on December 31a pari passu basis with the Liens securing the Obligations effected after the Effective Date (minus any amounts incurred in reliance on Section 6.01(a)(xxxii)(a)(2) or in reliance on clause (y) of the definition of “Unrestricted Incremental First Lien Indebtedness” in the Seattle Credit Agreement) (other than, 2014 in each case, any such prepayments or repurchases financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) (such Indebtedness in clauses (x) and (y), collectively, the “Unrestricted Incremental First Lien Indebtedness”) 3.25 to 1.00 thereafter; (iiit being understood and agreed that unless notified by the Borrower (I) each Person which the Borrower shall request be deemed to make an have utilized amounts of the type described in clause (y) of the Unrestricted Incremental Loan First Lien Indebtedness prior to the utilization of amounts under clause (x) of the Unrestricted Incremental First Lien Indebtedness and Incurrence Incremental First Lien Indebtedness, and the Borrower shall be subject deemed to have used Incurrence Incremental First Lien Indebtedness, (to the extent compliant therewith) prior consent to utilization of amounts of the Administrative Agent type described in clause (x) of the Unrestricted Incremental First Lien Indebtedness (it being understood and agreed that amounts incurred concurrently with the incurrence of Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional Term Notes shall be permitted to exceed 3.50:1.00), (II) Loans may be incurred in respect of both Incurrence Incremental First Lien Indebtedness and Unrestricted Incremental First Lien Indebtedness, and the proceeds from any such consent not incurrence in respect of both Incurrence Incremental First Lien Indebtedness and Unrestricted Incremental First Lien Indebtedness, may be utilized in a single transaction by first calculating the incurrence in respect of Incurrence Incremental First Lien Indebtedness above and then calculating the incurrence in respect of Unrestricted Incremental First Lien Indebtedness and (III) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental First Lien Indebtedness as Incurrence Incremental First Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to incur under this Section 2.20 the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrowers’ ability to incur Unrestricted Incremental First Lien Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated) in respect of Unrestricted Incremental First Lien Indebtedness. Each Incremental Facility shall be unreasonably withheld); in an integral multiple of $1,000,000 (iii) each tranche or, in the case of Incremental Loans shall Facilities denominated in Euros, €1,000,000) and be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (or, in the case of Incremental Facilities denominated in Euros, €25,000,000), provided that such amount may be less than $25,000,000 (or €25,000,000, as the case may be) if such lesser amount that represents all of the remaining availability under the limits aggregate principal amount of Incremental Facilities set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The (a) In addition to the $400,000,000 in aggregate principal amount of 2018 Delayed Draw Tranche A Term Loans established on the Sixth Amendment Effective Date pursuant to the Sixth Amendment and the $500,000,000 Revolving Commitment Increase established pursuant to the Eighth Amendment, the Borrower may at any time or from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, elect to request the establishment of one or more Lenders new term loans (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)each, a “New Term Loan Commitment”) to (x) provide additional or increases of existing Term Loans (each, a “Supplemental Term Loan Commitment”) or increase new revolving commitments (each, a “New Revolving Commitment”) (but no more than three tranches at any time outstanding in the amount case of their revolving commitments) or increases of existing Revolving Commitments (each, a “Revolving Commitment Increase”; together with any New Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectivelyLoan Commitments, any Supplemental Term Loan Commitments and any Revolving Commitment Increase, the “Incremental LoansNew Loan Commitments”); provided that (i) the hereunder, in an aggregate amount of Incremental Loans shall for all such New Loan Commitments not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both in excess of, at the time of any such request and upon the effectiveness of any Incremental respective New Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental LoansCommitments become effective, (x) the Maximum Incremental Facility Amount and (y) an additional amount not to exceed, together with (i) all other New Loan Commitments established pursuant to this Section 2.25(a)(y) and (ii) Additional Obligations incurred pursuant to Section 7.2(p), the greater of $627,000,000909,000,000 or 100% of Consolidated EBITDA, as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1, in the aggregate. For purposes of determining compliance with the foregoing sentence of this Section 2.25(a), in the event that New Loan Commitments can be incurred under either clause (x) or (y) of such sentence, the Borrower shall, in its sole discretion, classify such New Loan Commitments (or any portion thereof) and may include the amount of such New Loan Commitments in one or both of such clauses; provided that, at the Borrower’s option, capacity to incur New Loan Commitments pursuant to clause (x) shall be deemed to be utilized prior to any utilization of clause (y) to establish New Loan Commitments. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply notice is delivered to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental New Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementCommitments.

Incremental Loans. (a) The Borrower may at any time or from time to time after the Fifth Restatement Effective Datemay, by written notice to the Administrative Agent as provided belowfrom time to time after the Restatement Effective Date, request (x) Incremental Term Loan Commitments from one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount Lenders, all of their Term Loans and/or which must be Eligible Assignees and (y) establish Incremental Revolving Credit Commitments from one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”)Revolving Lenders; provided that (i) the aggregate amount of Incremental Term Loans and/or Incremental Revolving Credit Commitments so requested by the Borrower shall not exceed (Ai) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) Loans Amount plus (Bii) an additional amounts so long as both amount if, at the time of any (and after giving pro forma effect at such request time to the incurrence of such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments and upon the effectiveness application of any proceeds therefrom, the Senior Secured Net Leverage Ratio is equal to or less than 3.75 to 1.00 (assuming all such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments were secured by the Borrower on a first lien basis, whether or not so secured, and all such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments were fully drawn on such date, whether or not so drawn). Such notice shall set forth (i) the amount of the Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio Commitments being requested (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal minimum increments of $1,000,000 and a minimum amount that is not less than of $10,000,000 (5,000,000 or such lesser amount that represents all of equal to the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied Amount with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental LoansTerm Loan Commitments), (xii) the date on which such Incremental Loans Loan Commitments are requested to become effective (which shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to less than 10 Business Days nor more than 60 days after the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed notice) (the “Increase Effective Date”) and (iii) with respect to refer to the effective date of Incremental Term Loan Commitments, whether such Incremental Term Loan Amendment) and such other conditions as Commitments are commitments to make additional Term Loans or commitments to make term loans with terms different from the parties to such Incremental Loan Amendment shall agree. The Incremental Term Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “SeriesOther Term Loans”) of Incremental Loans for all purposes of this Agreement).

Incremental Loans. 2.2.1 The Borrower shall use its commercially reasonable efforts to consummate the Financing with Eligible Stockholders in a manner consistent with Section 10.13 hereof and Schedule 10.13 hereto. The Borrower may at any time or from time to time after the Fifth Restatement Effective DateClosing Date and on or prior to September 22, 2018, by written notice delivered to the Administrative Agent as provided belowAgent, elect to request the establishment of one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of new term loans hereunder (collectively, the “Incremental Loans”)) in connection with (and as part of) the consummation of the Financing with Eligible Stockholders in accordance with Section 10.13 and Schedule 10.13 hereto, in an aggregate amount for all such Incremental Loans not to exceed $1,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Loans shall be effective; provided that any Lender offered or approached to provide all or a portion of any Incremental Loans may elect or decline, in its sole discretion, to provide such Incremental Loans. For the avoidance of doubt, any Eligible Stockholder purchasing Incremental Loans in connection with the Financing shall also be required to purchase a portion of HCP-FVA’s Series A Preferred Stock in connection with the Financing. Such Incremental Loans shall become effective as of such Increased Amount Date; provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant conditions set forth in Section 12.2 were satisfied or waived on such Increased Amount Date before or after giving effect to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafterLoans; (ii) each Person which the Borrower shall request be in pro forma compliance with the financial covenant set forth in Section 11.13; (iii) the proceeds of any Incremental Loans shall be used as permitted pursuant to make an Section 10.6; (iv) the Incremental Loans shall share ratably in the Collateral and shall benefit ratably from the guarantees under the Guaranty and Collateral Agreement; (v) the Incremental Loans shall share no greater than ratably in any mandatory prepayments of the existing Term Loans; (vi) the Incremental Loans shall mature on the Term Loan Maturity Date; (vii) the Incremental Loans shall be subject to the prior consent of same terms and conditions as the Administrative Agent (such consent not Initial Term Loans, including with respect to be unreasonably withheld); (iii) each tranche of interest rate, except as the relevant Joinder Agreement otherwise provides, provided that all terms and documentation with respect to any Incremental Loans which differ from those with respect to the Initial Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of reasonably satisfactory to the remaining availability under the limits set forth in clause (i) above)Administrative Agent; (ivviii) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be madeeffected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; and (yix) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply Borrower shall deliver or cause to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such be delivered any customary legal opinions or other information documents reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of with any such transaction, including any supplements or amendments to the Collateral Documents providing for such Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementsecured thereby.

Incremental Loans. The (a) Borrower may at any time or from time to time after the Fifth Restatement Effective Datemay, by written notice to the Administrative Agent as provided belowfrom time to time, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or an increase in the principal amount of their Term Loans and/or (y) establish the Loans, or request one or more additional tranches of term loans hereunder Loans (collectively, the “Incremental Loans”); provided that (i) the aggregate principal amount of Incremental Loans incurred under this Section 2.15 after the Amendment No. 68 Closing Date shall not exceed an amount equal to the sum of (Aa) (I) $400,000,000 100 million, plus (II) $150 million minus the aggregate principal amount of Indebtedness outstanding and secured at the time pursuant to clause (6)(B)(y)(i) of the definition of “Permitted Liens”, plus (b) an additional amount so long as, after giving effect to the incurrence of such additional amount, (i) Borrower could incur $1.00 of additional Indebtedness under Section 7.1(a) and (ii) the pro forma Consolidated Secured Net Leverage Ratio of Borrower (calculated without netting the cash proceeds of such Incremental Loans) does not exceed 3.00:1.00 (the “Ratio Incremental Starter AmountBasket”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify set forth (wx) the amount of such the Incremental Loans Commitments being requested (which shall be in minimum increments of $1,000,000 and the Person or Persons to provide such Incremental Loansa minimum amount of $5,000,000), (xy) the date on which such Incremental Loans Commitments are requested to become effective (which shall not be made, less than ten (y10) Business Days nor more than sixty (60) days after the Incremental Loan Maturity Date date of such notice (or such longer or shorter periods as Agent shall agree)) and the Incremental Loan Principal Payment Dates (if anyiiz) for whether such Incremental Loans and (z) the Applicable Margin that will apply are intended to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein increases to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person existing Loans or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed are intended to be a separate series new tranche of Loans with terms different from the Loans. Borrower may seek Incremental Loans from existing Lenders (each a “Series”of which shall be entitled to agree or decline to participate in its sole discretion) of Incremental Loans for all purposes of this Agreementor any Additional Lender.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after prior to the Fifth Restatement Effective Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by written no less than three (3) Business Days’ prior notice to the applicable Administrative Agent as provided below(or such lesser number of days reasonably acceptable to such Administrative Agent), request to add one or more Lenders new credit facilities (including Persons who shall become each, an “Incremental Lenders pursuant to this Section 2.01(c)Facility”) to (x) provide additional denominated, in the case of any Incremental Term Loans Facility, in Dollars or, in the case of any Incremental Revolving Facility, at the option of the Borrower, in Dollars or increase the amount any Alternative Currency, and consisting of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder or an increase to an existing Class of Term Loans (collectivelyeach, the an “Incremental LoansTerm Facility”) or one or more additional tranches of revolving commitments or an increase in an existing Class of Revolving Commitments (each, an “Incremental Revolving Facility”) (all such Incremental Revolving Facilities not to exceed $150,000,000 in the aggregate); , or a combination thereof, provided that (i) immediately before and after giving effect to each Incremental Facility Amendment and the aggregate amount applicable Incremental Facility, no Event of Default has occurred and is continuing or would result therefrom (except in the case that the proceeds of any Incremental Loans shall not exceed are being used to finance a Permitted Acquisition or other permitted Investments, in which case the standard will be (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both no Event of Default at the time of any such request and upon the effectiveness of any Incremental Loan Amendment entering into a definitive agreement with respect thereto and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) on the date of incurrence thereof), (ii) subject to an Incremental Loan pursuant the provisos to this Section 2.01(c)(i)(B) sentence, immediately after giving effect to each Incremental Facility Amendment and the First Lien Indebtedness applicable Incremental Facility, the Total Secured Net Leverage Ratio (determined computed on a pro forma basis Pro Forma Basis shall not exceed 3.00:1.00 (provided, however, that if the proceeds of Incremental Facilities will be used to finance a Permitted Acquisition (or a similar Investment permitted hereunder), the Total Secured Net Leverage Ratio shall be tested as of the relevant determination date as if such Incremental Loans pursuant to of entering into a definitive written agreement with respect thereto) (assuming, solely for purposes of this Section 2.01(c)(i)(B2.20 at the time of incurrence and not for any other provision hereunder, that (I) had been outstanding all Incremental Facilities, all Additional Term Notes and all Additional Debt secured by Liens under Section 6.02(hh), in each case established on the most recent period of four consecutive fiscal quarters) shall not be greater than or prior to such date are (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 fully drawn and (y) 3.25 secured, whether or not so secured and (II) the proceeds of such Incremental Loans are not included as unrestricted cash and Cash Equivalents in clause (i) of the definition of “Total Secured Net Leverage Ratio”; provided that to 1.00 thereafter; the extent the proceeds of such Incremental Loans are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be given pro forma effect), provided that the financial incurrence test set forth in clause (ii) each Person of this paragraph (a) shall not apply to the incurrence of an aggregate principal amount of Indebtedness under Incremental Facilities and Unrestricted Additional Term Notes after the Closing Date not to exceed an amount the Dollar Equivalent (calculated using the Exchange Rate on the date of effectiveness of such Incremental Facility Amendment and Incremental Facility) of which equals $300,000,000 plus the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Commitments effected after the Closing Date that are not financed with the incurrence of Credit Agreement Refinancing Indebtedness and that do not reduce the amount of any payment otherwise due pursuant to Section 2.11(d) by operation of the proviso to such clause (such Indebtedness, the “Unrestricted Incremental First Lien Indebtedness”) (it being understood and agreed that (I) the Borrower shall request to make an designate any such Indebtedness as Unrestricted Incremental Loan shall be subject First Lien Indebtedness on or prior to the prior consent date of such incurrence by notice to the applicable Administrative Agent and (II) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental First Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to incur under this Section 2.20 the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur Unrestricted Incremental First Lien Indebtedness as of the Administrative Agent (date of such consent not to be unreasonably withheld); redesignation by the amount of such Indebtedness so redesignated) and (iii) each tranche of (I) in the event that the Yield for any Incremental Term Facility is higher than the Yield for the Initial Term Loans by more than 50 basis points, then the Applicable Margin for the Initial Term Loans shall be increased to the extent necessary so that the Yield for such Initial Term Loans is equal to the Yield for such Incremental Term Facility minus 50 basis points and (II) in the event that the Yield for any Incremental Revolving Facility is higher than the Yield for the Initial Revolving Loans by more than 50 basis points, then the Applicable Margin for the Initial Revolving Loans shall be increased to the extent necessary so that the Yield for such Initial Revolving Loans is equal to the Yield for such Incremental Revolving Facility minus 50 basis points. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $10,000,000 (or 25,000,000, provided that such lesser amount that may be less than $25,000,000 and need not be in an integral multiple of $5,000,000 if such amount represents all of the remaining availability under the limits aggregate principal amount of Incremental Facilities set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The Borrower may at At any time or from time to time after time, the Fifth Restatement Effective DateBorrowers may, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of ----------------- the Administrative Agent (such consent not which shall promptly deliver a copy to be unreasonably withheldeach of the Lenders); (iii) each , request the addition of a new tranche of term loans (the "Incremental ----------- Loans"). The Incremental Loans (i) shall be in an aggregate principal amount that is ----- not less than in excess of $10,000,000 500,000,000 or a greater amount approved by the relevant Supermajority Lenders, (ii) shall be Term Loans for all purposes hereunder (including for purposes of sharing of Collateral, Guarantees and prepayments) and (iii) shall have such pricing and other terms as may be agreed by the Borrowers and the Lenders providing such Incremental Loans. The Borrowers shall have the right to arrange for one or Credit Agreement ---------------- -48- more banks or other financial institutions (any such lesser amount that represents all of the remaining availability under the limits set forth in clause (ibank or other financial institution being called an "Additional Lender") above); (iv) except for to extend commitments to ----------------- provide Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, in an aggregate amount equal to the extent provided in Section 2.09(b)amount, in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a)if any, by which the Borrower shall within 30 days after commitments by the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons Lenders to provide such Incremental Loans, (x) Loans are less than the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably amount thereof requested by the Borrowers, provided that each -------- Additional Lender shall be subject to the approval of the Borrowers and the Administrative Agent in connection therewith(which approval shall not be unreasonably withheld). Amounts prepaid Commitments in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein shall become Commitments under this Agreement pursuant to an amendment to this Agreement executed by each of the contraryBorrowers, no each Lender shall be obligated agreeing to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or PersonsCommitment, the Borrower each Additional Lender, if any, and the Administrative Agent; provided that , and such amendments to the other Loan Documents as the Administrative Agent shall reasonably deem appropriate to effect such purpose. The effectiveness of such Incremental Loan Amendment amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Incremental Loans are made, of each of the conditions set forth in this Section and Sections 5.02 and 5.03 paragraphs (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendmenta) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”b) of Incremental Loans for all purposes of this AgreementSection 4.02.

Incremental Loans. The (a) Borrower may at any time or from time to time after the Fifth Restatement Effective Datetime, by written notice to the Administrative Agent as provided belowAgent, request one or more that, subject to the following conditions and otherwise in accordance with this Agreement, Lenders (including Persons who shall become Incremental Lenders pursuant and/or New Lenders, provide up to this Section 2.01(c)) to (x) provide additional Term Loans or increase the an aggregate amount of their Term $250,000,000 in additional loans (the “Incremental Loans”), which Incremental Loans and/or (y) establish may be provided as one or more additional tranches of term loans hereunder (“Incremental Term Loans”), as one or more additional tranches of delayed draw term loans (“Incremental Delayed Draw Term Loans”) or as one or more tranches of revolving loans (“Incremental Revolving Credit Loans”); provided, that, (i) no Default or Event of Default shall have occurred and be continuing or result from such Incremental Loans, (ii) the terms of the Incremental Loans are in compliance with Section 2.8(c) below, (iii) the Borrower shall have received all approvals from all applicable Gaming Authorities necessary or, in the discretion of the Administrative Agent, advisable in connection with such Incremental Loans; (iv) the Borrower shall have delivered to the Administrative Agent a legal opinion of each such special or local counsel as may be reasonably requested by the Administrative Agent; (v) the Borrower shall have delivered to the Administrative Agent title and extended coverage insurance for each real property Collateral covering the amount of the Incremental Loans containing such endorsements and affirmative coverage as the Administrative Agent may reasonably request; and (vi) Administrative Agent and Borrower shall execute conforming amendments to this Agreement and the other Loan Documents (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter AmountFacility Amendments”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if reflect such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on without the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of any Lender, including, without limitation, to provide for the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits terms set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Facility Activation Notice described below or Section 2.08(b2.8(c)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Fifth Restatement Effective earlier of (i) the date that is three months after the Funding Date and (ii) the completion of the syndication of the Facilities (as determined by the Joint Bookrunning Managers) and, with respect to Incremental Revolving Commitments, prior to the Revolving Maturity Date, and, with respect to Incremental Term Loans, prior to the Tranche B Maturity Date, in each case subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative Agent as provided below(whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term existing Revolving Commitments (“Incremental Revolving Commitments” and Loans made pursuant to such Incremental Revolving Commitments, “Incremental Revolving Loans”) and/or (y) establish add one or more additional tranches of term loans hereunder (collectivelythe “Incremental Term Loans” and, the together with Incremental Revolving Loans, “Incremental Loans”); , provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any each such request and upon the effectiveness of any each Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(BFacility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the First Lien Indebtedness Ratio (determined Borrower shall be in compliance on a pro forma basis Pro Forma Basis with the covenants contained in Section 6.12 and 6.13 recomputed as of the relevant determination date as if such last day of the most-recently ended fiscal quarter of the Borrower, (C) the Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on shall constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 Convertible Notes Documents and (yD) 3.25 the Borrower shall have delivered a certificate of a Financial Officer to 1.00 thereafter; the effect set forth in clauses (iiA), (B) each Person and (C) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower shall request has not delivered to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not the financial statements and certificate of a Financial Officer required to be unreasonably withhelddelivered by Section 5.01(a) or (b) and Section 5.01(c); (iii) each , respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Cash Interest Expense for the relevant period). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Loans shall not exceed $400,000,000, of which not more than $100,000,000 may be Incremental Revolving Loans. Each tranche of Incremental Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 (100,000,000, in the case of Incremental Term Loans, and $25,000,000, in the case of Incremental Revolving Loans, provided that such amount may be less than $100,000,000 or $25,000,000, as the case may be, if such lesser amount that represents all of the remaining availability under the limits aggregate principal amount of Incremental Term Loans or Incremental Revolving Loans, respectively, set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The Borrower Borrowers may at any time or from time to time after the Fifth Restatement Effective Agreement Date, by upon not less than five (5) Business Days written notice to the Administrative Agent as provided below(whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or that an increase in the principal amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”); ) be made available to the Borrowers, provided that that, immediately prior to, and after giving effect to the incurrence of such Incremental Loans and any transaction consummated in connection therewith, (i) the aggregate amount representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects, (ii) no Default or Event of Incremental Loans Default shall not exceed have occurred and be continuing and (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(Biii) the First Lien Indebtedness Senior Secured Leverage Ratio (determined is no greater, calculated on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater basis, than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche 1.00. Each incurrence of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser 5,000,000; provided, that the aggregate principal amount that represents of all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (xincurred hereunder shall not exceed $150,000,000 less the aggregate amount of then outstanding Funded Debt incurred pursuant to Section 8.1(q)(ii) above that are Tranche A Term Loans, the Incremental Loan Maturity Date is in excess of the $100,000,000. Incremental Loans (w) shall rank pari passu in right of any Series shall not be earlier than payment and of security with the Tranche B Term Loan Maturity Date Loans (except that the scheduled final maturity of though such Incremental Loans may be accelerated pursuant to Section 2.08(b)secured by less than all of the Collateral), (x) shall not mature earlier than the Maturity Date with respect to the Tranche of Loans being increased, (y) shall be treated substantially the same as the Tranche of Loans being increased (including, without limitation, with respect to mandatory and voluntary prepayments) and (z) shall have interest rates and amortization schedules as determined by the Borrowers and the lenders thereof; provided further that, as of the date of the incurrence of any Incremental Loan (1) the Weighted Average Life to Maturity of the such Incremental Loans Loan shall not be greater shorter than the Average Life to Maturity that of the Tranche B Term of Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); being increased and (v2) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after event that the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply All-In Yield applicable to such Incremental Loans and (if applicable) exceeds the rate All-In Yield of the commitment feeTranche of Loans being increased by more than 50 basis points, the interest rate margins for existing such Tranche of Loans shall be increased to the extent necessary so that the All-In Yield of such Loans is equal to the All-In Yield of the applicable Incremental Loans minus 50 basis points. Each notice from the Borrowers pursuant to this Section 2.17 shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (and each existing Lender will have the right, but not an obligation, on terms permitted in this Section 2.17 and otherwise on terms reasonably acceptable to the Administrative Agent, to make a portion of any Incremental Loan equal to the amount of Incremental Loans so requested by the Borrowers multiplied by such Lender’s Aggregate Commitment Ratio) or by any other bank or other financial institution reasonably acceptable to the Borrowers and the Administrative Agent (any such other bank or other financial institution being called an “Additional Lender”). Incremental Loans shall become Loans under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender agreeing to provide such Loans, if any, payable by each Additional Lender, if any, and the Borrower Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in respect the reasonable opinion of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewithand the Borrowers, to effect the provisions of this Section 2.17. Amounts prepaid in respect The effectiveness of any Incremental Amendment and the borrowings of Incremental Loans may not under this Agreement (as amended by such Incremental Amendment) shall be reborrowed. Notwithstanding anything herein subject to the contrary, no satisfaction of such conditions as the parties thereto shall agree. The Borrowers will use the proceeds of any Incremental Loans for any purposes not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental LoansLoans unless it so agrees. Any Person This Section 2.17 shall supersede any provisions in Section 2.10 or Persons shall become an Incremental Lender hereunder upon execution and delivery Section 11.12 to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementcontrary.

Incremental Loans. (i) The Borrower Borrowers may at any time or from time to time time, after the Fifth Restatement AmendmentRestatement Agreement Effective Date, by upon not less than five (5) Business Days written notice to the each Administrative Agent as provided below(whereupon the applicable Administrative Agent shall promptly deliver a copy of such notice to each of the applicable Lenders), request that one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional new tranche of Term Loans (the “Incremental Term Loans”) or increase the amount of their Term Loans and/or (y) establish one or more additional tranches new tranche of term loans hereunder Revolving Loans be made available to the Borrowers (collectivelythe “Incremental Revolving Loans”, together the “Incremental Loans”); provided that (i) in an aggregate amount, together with any Funded Debt incurred pursuant to Section 8.1(r) or 8.1(t) on or after the aggregate amount of Incremental Loans shall Fifth AmendmentRestatement Agreement Effective Date, not to exceed (A) $400,000,000 750,000,000, provided that, immediately prior to, and after giving effect to the incurrence of such Incremental Loans and any transaction consummated in connection therewith, (x) the “Incremental Starter Amount”representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects, (y) less any Permitted Additional Indebtedness incurred pursuant no Default or Event of Default shall have occurred and be continuing and (z) the Senior Secured Leverage Ratio is no greater, calculated on a pro forma basis, than 4.50 to Section 7.01(m) 1.00,750,000,000 plus (B) an aggregate additional amounts so long as both at amount of Incremental Loans, provided that, immediately prior to, and after giving effect to the time incurrence of such aggregate additional amount of Incremental Loans and any such request and upon transaction consummated in connection therewith, the effectiveness of any Incremental Loan Amendment with respect Senior Secured Leverage Ratio is no greater, calculated on a pro forma basis, than 4.50 to an Incremental Loan 1.00 (assuming that all Funded Debt incurred pursuant to this Section 2.01(c)(i)(B2.17(b)(i) the First Lien Indebtedness Ratio on such date of determination would be included in clause (determined on a pro forma basis as a) of the relevant determination date as if definition of Senior Secured Leverage Ratio, whether or not such Funded Debt would otherwise be so included). Each incurrence of Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent following conditions: (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects, and (y) no Default or Event of Default shall have occurred and be continuing and (z) the Administrative Agent (such consent not Senior Secured Leverage Ratio is no greater, calculated on a pro forma basis, than 4.00 to be unreasonably withheld); (iii) each tranche 1.00.. Each incurrence of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for 5,000,000. Incremental Loans requested under clause (xw) above that are Tranche A shall rank pari passu in right of payment and of security with the initial2021 Term Loans incurred on the Agreement Date (the “Initial Term Loans, ”) and the Incremental existing Revolving Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date Commitments (except that the scheduled final maturity of though such Incremental Loans may be accelerated pursuant to Section 2.08(b)secured by less than all of the Collateral), (x) shall not mature earlier than the Maturity Date with respect to the Initial2021 Term Loans or existing Revolving Loan Commitments, (y) shall be treated substantially the same as the Initial2021 Term Loans and the existing Revolving Loan Commitments, as applicable, (including, without limitation, with respect to mandatory and voluntary prepayments) and (z) shall have interest rates and amortization schedules as determined by the Borrowers and the lenders thereof; provided further that, (1) as of the date of the incurrence of any Incremental Term Loan (1) the Weighted Average Life to Maturity of the such Incremental Loans Term Loan shall not be greater shorter than the Average Life to Maturity that of the Tranche B Initial2021 Term Loans and (2) in the event that the All-In Yield applicable to such Incremental Term Loans exceeds the All-In Yield of the Initialany class of existing Term Loans by more than 50 basis points, the interest rate margins for such existing such Initial class of Term Loans to the extent necessary so that the All-In Yield of such existing Term Loans is equal to the All-In Yield of the applicable Incremental Term Loans minus 50 basis points; provided that after the Restatement Agreement Effective Date, an amount of Incremental Term Loans (except that Incremental Loans shall be entitled to participate, to together with the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the aggregate principal amount of such Incremental Loans and the Person or Persons any Funded Debt incurred pursuant to provide such Incremental Loans, (xSection 8.1(t)) the date on which such Incremental Loans not in excess of $400,000,000 shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes terms of this Agreementclause (2).

Incremental Loans. The (a) Borrower may at any time or from time to time after time, on not less than five (5) Business Days’ notice request the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request establishment of (x) one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans term loan commitments, which may be in the form of a new tranche of term loans or an increase in the amount of their the Term Loans and/or (such new term loan commitments or increase, the “New Term Loan Commitments”) or (y) establish one or more additional tranches revolving loan commitments, which shall be an increase in the amount of term loans hereunder the Revolving Credit Commitments (collectivelysuch increased commitments, the “Incremental LoansNew Revolving Loan Commitments” and together with the New Term Loan Commitments, the “New Loan Commitments”); provided , provided, in each case, that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon on the effectiveness date the New Loan Commitments shall be effective (the “Increased Amount Date”) (and after giving effect thereto and the use of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(Bthe proceeds thereof), (i) the First Lien Indebtedness no Default or Event of Default exists and (ii) Borrower shall have a (A) Total Leverage Ratio (determined on a pro forma basis as of the relevant determination date most recently completed calendar quarter for which financial statements have been prepared and finalized by Borrower) of less than the lesser of 3.00 to 1.00 and 0.25 to 1.00 less than the applicable covenant level and (B) Senior Secured Leverage Ratio (on a pro forma basis as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on of the most recent period recently completed calendar quarter for which financial statements have been prepared and finalized by Xxxxxxxx) of four consecutive fiscal quarters) shall not be greater less than (x) 3.50 2.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental 1.00. Each New Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans Commitment shall be in an aggregate principal amount that is not less than of at least $10,000,000 and in integral multiples of at least $5,000,000 and the aggregate principal amount of all New Loan Commitments after the Fifth Amendment Effective Date (or such lesser and excluding for the avoidance of doubt the Term A Loan Commitments) shall not exceed $100,000,000.Each request for a New Loan Commitment shall set forth the requested amount that represents all and proposed terms of the remaining availability relevant New Loan Commitment and the Lenders or other Persons willing to provide such New Loan Commitments. New Loan Commitments may be made by any existing Lender or if necessary to achieve the full amount of the requested New Loan Commitment, any other Person that qualifies as an Eligible Assignee (any such Person, an “New Lender”), provided that no Person shall be a New Lender without the consent of Administrative Agent (which consent shall not be unreasonably withheld). (c) The making of any Loan under this Section 2.18 (a “New Term Loan” or a “New Revolving Loan”, as applicable, and collectively, the limits “New Loans”) shall (i) be subject to each condition set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) 4.2 and such other conditions as Borrower, the parties to applicable Lenders and Administrative Agent shall agree (including delivery of any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such Incremental Loan Amendment shall agree. The Incremental Loans made transaction); and (ii) be documented pursuant to the same Incremental a supplement or joinder to this Agreement executed by Xxxxxxxx, each applicable New Lender and Administrative Agent. Any New Loan Amendment Commitments shall be deemed to be designated in the applicable supplement or joinder either as a separate series tranche (in the case of term loans) or an increase to the existing Term Loans or Revolving Credit Commitments, as applicable (in each case a “SeriesTranche”) of Incremental Loans ), for all purposes of this Agreement.. (d) The terms and provisions of the New Loans and New Loan Commitments shall, except as otherwise set forth herein or in the applicable supplement, be identical to those applicable

Incremental Loans. (a) The Borrower may at any time or Borrowers may, by written notice delivered to the Administrative Agent from time to time after the Fifth Restatement Effective Date, by written notice to the Administrative Agent as provided below, request on one or more Lenders (including Persons who shall become occasions after the Closing Date, request Incremental Lenders pursuant to this Section 2.01(c)) Commitments in an aggregate principal amount for all such Incremental Commitments of up to (xi) provide additional Term $10,000,000 (which shall not be reduced by any amount incurred in reliance on clause (ii) below) plus (ii) an unlimited amount, so long as in the case of this clause (ii), after giving effect to such Incremental Loans (and assuming in the case of any Incremental Revolving Credit Commitments, that such Incremental Revolving Loans have been fully drawn) and the use of proceeds thereof, the Total Net Leverage Ratio calculated on a Pro Forma Basis shall be equal to or increase the amount of their Term Loans and/or less than 3.50 to 1.00 (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental LoansLoan Amount”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant Borrowers may elect to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to use this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; clause (ii) each Person which the Borrower shall request prior to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under , and if both clause (xi) above that and this clause (ii) are Tranche A Term Loansavailable and the Borrowers do not make an election, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not Borrowers will be earlier than the Tranche B Term Loan Maturity Date deemed to have elected this clause (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(bii)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify set forth (wx) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Loans and the Person or Persons to provide such Incremental LoansLoan Amount), (xy) the date on which such Incremental Loans Loan Commitments are requested to become effective (which shall not be madeless than 5 Business Days nor more than 60 days after the date of such notice, (y) unless the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans Administrative Agent shall otherwise agree and (z) the Applicable Margin that will apply to whether such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment Commitments are commitments to make such additional Loans, additional term loans or revolving loans with terms different from the Loans (loans with different terms from the Loans being referred to herein as “Specified Incremental Loans” and such commitments, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an “Specified Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or PersonsCommitments”), the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementapplicable.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after prior to the Fifth Restatement Effective Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by written no less than three (3) Business Days’ prior notice to the Administrative Agent as provided below(or such lesser number of days reasonably acceptable to the Administrative Agent), request to add one or more Lenders new credit facilities (including Persons who shall become each, an “Incremental Lenders pursuant to this Section 2.01(c)Credit Facility”) to denominated, in the case of any Incremental Term Facility, in Dollars or any Alternative Currency or, in the case of any Incremental Revolving Facility, at the option of the Borrower, in Dollars or, solely in the case of any Incremental Revolving Facility that is structured as an additional tranche of revolving commitments (xand not, for the avoidance of doubt, an increase in the Initial Revolving Commitments) provide additional Term Loans or increase the amount any Alternative Currency, and consisting of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder or an increase to an existing Class of Term Loans (collectivelyeach, the an “Incremental LoansTerm Facility”) or one or more additional tranches of revolving commitments or an increase in an existing Class of Revolving Commitments (each, an “Incremental Revolving Facility”), or a combination thereof; provided that (i) immediately before and after giving effect to each Incremental Credit Facility Amendment and the applicable Incremental Credit Facility, no Event of Default has occurred and is continuing or would result therefrom (except in the case that the proceeds of any Incremental Credit Facility are being used to finance a Limited Condition 113 #97036997v3 Acquisition, in which case instead (x) no Event of Default shall exist or would result therefrom on the LCA Test Date and (y) no Event of Default under Section 7.01(a), 7.01(b), 7.01(h) or 7.01(i) shall have occurred and be continuing or would exist after giving effect thereto at the time such acquisition is consummated), (ii) subject to calculation adjustments set forth in Section 1.12 with respect to any Incremental Credit Facility being incurred in connection with a Limited Condition Acquisition, the aggregate principal amount of each Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both Credit Facility at the time of any issuance or incurrence shall not exceed the Maximum Additional Debt Amount at such request time, and upon the effectiveness of any Incremental Loan Amendment (iii) with respect to an any secured Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio Credit Facility (determined on a pro forma basis as of the relevant determination date as if such other than any Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than Credit Facility (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent ranking junior in right of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 (payment or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify security with the Obligations (w) the amount including as a result of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be madebeing “last out” in any waterfall), (y) incurred in connection with a Permitted Acquisition or other Investment permitted hereunder, or (z) any Specified Incremental Term Facility), in the event that the Yield for any Incremental Loan Term Facility incurred in reliance on clause (a) of the definition of “Maximum Additional Debt Amount” and funded within twelve (12) months of the Closing Date is higher than the Yield for the outstanding Term Loans by more than seventy-five (75) basis points, then, except in the case of any such Incremental Term Facility having an outside maturity date on or after the first anniversary of the Latest Maturity Date and with respect to the Term Loans in effect at the time such Incremental Loan Principal Payment Dates (if any) Term Facility is incurred, the Applicable Margin for the outstanding Term Loans shall be increased to the extent necessary so that the Yield for such outstanding Term Loans is equal to the Yield for such Incremental Loans Term Facility minus seventy-five (75) basis points (any such adjustment under clause (I), the “MFN Adjustment”); provided that, in addition to the foregoing, for purposes of calculating the Yield for any Incremental Credit Facility or Additional Debt that constitutes fixed-rate Indebtedness, the fixed rate coupon of such Indebtedness shall be swapped to a floating rate on a customary matched-maturity basis, and (z) the Applicable Margin that will apply to Yield of such Incremental Loans and (if applicable) the fixed-rate of the commitment fee, if any, payable by the Borrower Indebtedness on a floating rate basis shall be reasonably determined in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested a customary manner by the Administrative Agent based on customary financial methodology in connection therewith. Amounts prepaid consultation with the Borrower (or, if the Administrative Agent declines (or is unable) to determine such Yield or the appropriate floating rate swap on a matched maturity basis, as reasonably determined in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery a customary manner based on customary financial methodology by a financial institution reasonably acceptable to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementBorrower).

Incremental Loans. (a) The Borrower Borrowers may at any time or from time to time after the Fifth Restatement Effective Closing Date, by written notice to the Administrative Agent as provided below, (whereupon the Agent shall promptly deliver a copy to each of the Lenders) request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental New Loans”), which may be of the same class as any existing class of Loans or a separate class of Loans (the “New Commitments”) for the purpose of funding Preferred Stock Redemptions; provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request immediately before and upon immediately after the effectiveness of any Incremental Loan Amendment with referred to below, the conditions set forth in Section 4.2(a)-(d) shall be satisfied. The terms and provisions of New Commitments (and the Loans in respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quartersforegoing) shall not be greater than as agreed between the Borrowers, the lenders providing such New Commitments and the Required Lenders; provided, that, unless otherwise agreed by the Required Lenders: (a) such New Commitments shall (x) 3.50 to 1.00 at any time during rank pari passu in right of payment and of security with the period beginning Initial Term Loan made on the Fifth Restatement Effective Closing Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; may not be (iiI) each secured by any assets other than Collateral or (II) guaranteed by any Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent other than a Guarantor, (such consent not to be unreasonably withheld); (iiib) each tranche of Incremental New Loans shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be mature earlier than the Tranche B Term Loan Maturity Date Date, (except that c) New Loans shall not have any scheduled amortization, (d) the scheduled final maturity of such Incremental New Loans may be accelerated pursuant to Section 2.08(b)), not participate in optional prepayments and the Average Life to Maturity of the Incremental Loans shall be mandatory prepayments on a greater than pro rata basis than the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (xe) the date on which such Incremental Loans proceeds shall be made, used to fund Preferred Stock Redemptions and (yf) the Incremental Loan Maturity Date and material terms of any such New Commitments, taken as a whole, shall be no more favorable to the Incremental Loan Principal Payment Dates new Lenders than those applicable to the Loans. The Borrowers shall offer each of Lender the opportunity to provide New Commitments on a pro rata basis (if any) for based on such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate Lender’s Pro Rata Share of the commitment feeLoans), if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, but no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (New Commitments unless it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreementso agrees.

Incremental Loans. The Borrower may at any time or from time to time after the Fifth Restatement Third Amendment Effective Date, by written notice to the Administrative Agent as provided below, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) establish an additional revolving credit facility (the “Incremental Revolving Facility” and any loans thereunder, the “Incremental Revolving Loans”) and/or increase the amount of their Revolving Commitments under the Revolving Credit Facility, or (in the case of a bank or other financial institution that is not an existing Lender) make available additional Revolving Commitments under the Revolving Credit Facility and/or (y) provide additional Term Loans or and/or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectivelyeach, an “Incremental Term Loan Facility” and together with the Incremental Revolving Facilities, the “Incremental Facilities”; any loans under an Incremental Term Loan Facility, the “Incremental Term Loans” and together with any Incremental Revolving Loans, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both at the time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 4.00 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter1.00; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche of Incremental Loans any increase effected pursuant to this Section 2.01(c) shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits set forth in clause (i) above); (iv) except for any Incremental Loans requested under clause (x) above that are Tranche A Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series Revolving Facility shall not be have a final maturity no earlier than the Tranche B latest final maturity of the Revolving Credit Facility and any Incremental Revolving Facility, and any Incremental Term Loan Maturity Date Facility shall have a final maturity no earlier than the latest final maturity of the Revolving Credit Facility and any Incremental Facility (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), (v) the Average Life to Maturity of any Incremental Revolving Facility shall be greater than the Average Life to Maturity of the Revolving Credit Facility and any Incremental Revolving Facility, and the Average Life to Maturity of the any Incremental Loans Term Loan Facility shall be greater than the Average Life to Maturity of the Tranche B Term Loans and any other Incremental Term Loan Facility (except that Incremental Loans shall be entitled to participate, to the extent provided in Section 2.09(b), in mandatory prepayments); (vi) the Incremental Facilities shall rank pari passu in right of payment and security with all other Obligations under this Agreement and the other Loan Documents; (vii) other than amortization (solely with respect to Incremental Term Loans), pricing, fees and maturity date, each Incremental Facility shall have the same terms as the Obligations under this Agreement, or such terms as are reasonably satisfactory to the Administrative Agent and the Borrower, and, except as set forth above, shall be treated substantially the same as the existing Obligations under this Agreement (including with respect to mandatory and voluntary prepayments); (viii) any Incremental Facility shall be effected pursuant to documentation (including but not limited to customary legal opinions, board resolutions and officers’ certificates reasonably satisfactory to the Administrative Agent) and procedures reasonably acceptable to the Administrative Agent and the Borrower (including, if applicable, procedures to ensure that outstandings are held ratably by the applicable Lenders); and (vix) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 60 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (u) whether such Incremental Facility is an Incremental Revolving Facility or Incremental Term Loan Facility, (w) the amount of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and and, with respect to Incremental Term Loans, the Incremental Loan Principal Payment Dates (if any) for such Incremental Term Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.

Incremental Loans. The Borrower may at any time or and from time to time after the Fifth Restatement Effective Dateprior to June 23, 2013 (but on no more than two occasions), by written notice to the Administrative Agent as provided below(whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more Lenders that an additional single-draw term loan be extended (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount of their Term Loans and/or (y) establish one or more additional tranches of term loans hereunder (collectively, the “Incremental Loans”) without consent from the Lenders (but subject to the approval by the Required Lenders of the identity of the Lenders or Additional Lenders (as defined below) making such Incremental Loans (as set forth below); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) plus (B) additional amounts so long as both at the time of any such request all conditions and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan pursuant to parameters set forth in this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if such Incremental Loans pursuant to this Section 2.01(c)(i)(B) had 2.16 have been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than (x) 3.50 to 1.00 at any time during the period beginning on the Fifth Restatement Effective Date and ending on December 31, 2014 and (y) 3.25 to 1.00 thereafter; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche satisfied. Any Borrowing of Incremental Loans shall be in an aggregate principal amount that is not less than $10,000,000 2,500,000 and in integral multiples of $500,000 in excess thereof, and the Borrowings of Incremental Loans shall be in an aggregate principal amount (or such lesser amount that represents all including any Incremental Loans previously extended) not in excess of $20,000,000. The Incremental Loans (A) shall rank pari passu in right of payment and of security with the remaining availability under other Loans, (B) shall mature on the limits Maturity Date and (C) except as set forth in clause an Incremental Amendment (i) aboveas defined below); , shall have terms identical to, and be treated the same as, the other Loans hereunder (iv) except for including with respect to mandatory and voluntary prepayments, the proceeds of which shall be shared pro rata among the Lenders (including the Lenders that extended the Incremental Loans)). The Incremental Loans requested under clause may be made by any existing Lender or by any Eligible Assignee (x) above that are Tranche A Term Loans, any such Eligible Assignee which is not a Lender at the Incremental Loan Maturity Date time of the making of the Incremental Loans being called an “Additional Lender”), provided, that both the Administrative Agent and the Required Lenders (each in their sole discretion) have approved the identity of any Series shall not be earlier than the Tranche B Term Loan Maturity Date (except that the scheduled final maturity of all Lenders or Additional Lenders making such Incremental Loans; provided, further, that, subject to the other conditions set forth herein with respect to the making of Incremental Loans, the following entities are pre-approved as Additional Lenders so long as the applicable entity constitutes an Eligible Assignee at the time of making the relevant Incremental Loans: (x) Xxxxx & Company L.P. and any of its Affiliates are pre-approved with respect to Incremental Loans may be accelerated pursuant in the aggregate principal amount not to Section 2.08(b))exceed $6,000,000, and (y) Xxxxx AIV VII, L.P. and KEP VI AIV, LLC are pre-approved for any portion of the Average Life to Maturity Incremental Loans. The commitments in respect of the Incremental Loans shall be greater than become “Commitments” under this Credit Agreement, and the Average Life to Maturity of the Tranche B Term Loans (except that Incremental Loans shall become “Loans” under this Credit Agreement, pursuant to an amendment to this Credit Agreement (an “Incremental Amendment”) and, as appropriate, the other Fundamental Documents. An Incremental Amendment may effect such amendments to this Credit Agreement and the other Fundamental Documents as may be entitled to participate, to the extent provided in Section 2.09(b)necessary or appropriate, in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied with respect to such TV/Radio Subsidiary. Such notice shall specify (w) the amount reasonable opinion of such Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Loans shall be made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect and the Borrower, to effect the provisions and intent of this Section and the application of the proceeds of the relevant Incremental Loans; provided, that the Incremental Amendment may not contain any terms which would have the effect of treating the Incremental Loans may not be reborrowed. Notwithstanding anything herein differently from the other Loans hereunder other than (in each case, subject to the contrary, no provisions of this Section 2.16) interest rates and use of proceeds. No Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Any Person The Borrower may use the proceeds of the Incremental Loans for any purpose not prohibited by this Credit Agreement or Persons shall become an the relevant Incremental Lender hereunder upon execution and delivery Amendment. In the event that it is necessary for the interest rates (whether as a function of the reference rate or the Applicable Margin) of the Incremental Loans to be higher than the interest rates applicable to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory previously extended Loans, the interest rates on such previously extended Loans shall be automatically increased to the Administrative Agent) by interest rates applicable to such Person or PersonsIncremental Loans, but if the interest rates of the Incremental Loans are lower than those applicable to the previously extended Loans, the Borrower and interest rates applicable to the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment previously extended loans shall be subject unaffected. In addition to the satisfaction of each of contemplated Incremental Loans meeting the conditions parameters set forth above in this Section and Sections 5.02 and 5.03 (it being understood that all references 2.16 the following conditions precedent shall have been satisfied with respect to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes of this Agreement.thereto: