Common use of Incremental Loans Clause in Contracts

Incremental Loans. The Borrower may at any time or from time to time after the Sixth Restatement Effective Date (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 3.75 to 1.00; (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. The Borrower may at any time or from time to time after the Sixth Fifth Restatement Effective Date (after having given effect to the Borrowing of the Incremental Tranche B-1 Term Loans thereon)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 3.75 (x) 3.50 to 1.001.00 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 the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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) has occurred and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both 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 3.75 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 1.00such 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) the Dollar Equivalent (calculated using the Exchange Rate on the 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 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 a 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, in each Person which 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”) (it being understood and agreed that unless notified by the Borrower (I) 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 above. (b) Each Incremental Term Facility (i) above)if made a part of an existing Class of Term Loans, shall have terms identical to those applicable to such Class of Term Loans or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that (ivA) except such Incremental Term Facility shall rank pari passu or junior in right of payment and/or security with the Term Loans hereunder or be unsecured, and if junior in right of payment and/or security or is unsecured, shall be established as a separate facility than the facility for Incremental the Term Loans requested under clause secured with the Collateral securing the Initial Term Loans, (B) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, (C) if secured, the obligations in respect thereof shall not be secured by Liens on the assets of the Parent and the Restricted Subsidiaries, other than assets constituting Collateral, as applicable, and if established as a separate facility, shall be subject to (x) above if such Term Loans are secured on a pari passu basis with the Obligations, the Senior Representative for such Term Loans shall enter into the Pari Passu Intercreditor Agreement or other customary intercreditor agreement and (y) if such Term Loans are secured on a junior basis to the Obligations, the Senior Representative for such Term Loans shall enter into a Second Lien Intercreditor Agreement or other customary intercreditor agreement, in each case with the Administrative Agent’s and/or Collateral Agent substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (I) any immaterial changes and (II) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are Tranche A pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations) (D) no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to the Initial Term Loans; provided that this clause (D) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Miami Additional Debt, Miami Additional Term Notes, Miami Unrestricted Additional Term Notes and Miami Incremental Term Loans having a final maturity date that is prior to the Incremental Loan Latest Maturity Date with respect to the Initial Term Loans so long as such final maturity date is at least five years from the date of the such issuance or incurrence, (E) no Incremental Loans of any Series Term Facility shall not be earlier have a Weighted Average Life to Maturity that is shorter 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 Weighted Average Life to Maturity of the then-remaining Initial Term Loans (without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of such Class of Term Loans); provided that this clause (E) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Miami Additional Debt, Miami Additional Term Notes, Miami Unrestricted Additional Term Notes and Miami Incremental Term Loans shall be greater having Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Tranche B Initial Term Loans (without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans) so long as such debt does not require annual amortization or similar regularly scheduled prepayments in excess of 10% of the original amount of such debt at issuance or incurrence in any year, (F) for purposes of mandatory prepayments, shall be treated no more favorably than the Initial Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date with respect to Initial Term Loans, (G) the pricing, interest rate margins, discounts, premiums, rate floors and fees applicable to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided that solely in the event that the Yield for any Incremental Term Loans secured on a pari passu basis with the Initial Term Loans (other than (i) Incremental Term Loans incurred in reliance on clause (y) of the definition of Unrestricted Incremental First Lien Indebtedness (except if the capacity under clause (y) results from prepayments made with the proceeds of indebtedness which is pari passu in right of payment and security with the Term Loans (other than the Revolving Loans)) and (ii) any Additional Term Notes) 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 entitled to participate, increased to the extent provided necessary so that the Yield for such Initial Term Loans is equal to the Yield for such Incremental Term Loans minus 50 basis points, and (H) other terms may differ and shall be determined by the Borrower and the lenders providing such Incremental Term Loans; provided, however, the covenants and events of default of such Incremental Term Loans, if not consistent with the terms of the Initial Term Loans, shall not be materially more restrictive to the Borrower (as determined in Section 2.09(bgood faith by the Borrower), in mandatory prepaymentswhen taken as a whole, than the terms of the Initial Term Loans unless (x) the Lenders of the Initial Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Term Loan Maturity Date. (c) Each Incremental Revolving Facility shall be subject to substantially the same terms as the Miami Initial Revolving Commitments (other than the identity of the borrowers thereunder and pricing, fees, maturity and other immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Revolving Facility); provided that no Incremental Revolving Facility shall have a final maturity date earlier than the fifth anniversary of the Effective Date. (d) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to the Borrower (vany such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) except and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as otherwise appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender (in the case of this Agreement and, as appropriate, any other Loan Document, as applicable) (and to the extent it directly and adversely affects the rights or duties of the Administrative Agent and/or the Collateral Agent, the Administrative Agent and/or the Collateral Agent, as applicable); provided that in Section 6.09(a)the event an Incremental Facility Amendment is effected without the consent of the Administrative Agent and to which the Administrative Agent is not a party, the Borrower shall within 30 days after the date furnish 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 copy of such Incremental Loans and the Person or Persons Facility Amendment 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 therewithAgent. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no No Lender shall be obligated to provide any Commitments under an Incremental LoansFacility, unless it so agrees. Any Person or Persons Commitments in respect of any Incremental Facilities shall become an Commitments under this Agreement. An Incremental Lender hereunder upon execution and delivery Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of an Incremental Loan Amendment this Section (in form reasonable satisfactory including to provide for voting provisions applicable to the Administrative AgentAdditional Lenders comparable to the provisions of clause (iv) by such Person or Persons, of the Borrower and the Administrative Agent; provided that the first proviso of Section 9.02(b)). 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.any Incrementa

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both Credit Facility at the time of issuance or incurrence shall not exceed the Maximum Additional Debt Amount at such time, and (iii) with respect to any secured Incremental Credit Facility (other than any Incremental Credit Facility (x) ranking junior in right of payment or with respect to security with the Obligations (including as a result of being “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 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 request Incremental Term Facility having an outside maturity date on or after the first anniversary of the Latest Maturity Date with respect to the Term Loans in effect at the time such Incremental 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 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 upon the effectiveness Yield of such fixed-rate Indebtedness on a floating rate basis shall be reasonably determined in a customary manner by the Administrative Agent based on customary financial methodology in 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 a customary manner based on customary financial methodology by a financial institution reasonably acceptable to the Administrative Agent and the Borrower). (b) Each Incremental Term Facility (i) if made a part of any existing tranche of Term Loans, shall have terms identical to those applicable to such Term Loans (other than with respect to fees and original issue discount payable at closing of such Incremental Term Facility) or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that in the case of this clause (ii), (A) such Incremental Term Facility shall rank pari passu or junior in right of payment and in respect of the Collateral with the Initial Term Loans, (B) no Person is the borrower or a guarantor with respect to such Incremental Term Facility unless such Person is a Loan Amendment Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, and, if secured, shall only be secured by Collateral, (C) no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to the Term Loans, and 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 Term Facility ranking junior in respect of the relevant determination date as if Collateral with the Initial Term Loans or that is unsecured, no such Incremental Loans pursuant Term Facility shall mature on or prior to the date that is ninety-one (91) days after the then existing Latest Maturity Date with respect to the Term Loans; provided that restrictions in this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quartersclause (C) shall not be greater than 3.75 to 1.00; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject apply to the prior consent of extent such Incremental Term Facility constitutes (1) a customary bridge facility, so long as the Administrative Agent (long-term debt into which such consent not customary bridge facility is to be unreasonably withheld); converted or exchanged satisfies the requirements of this clause (iiiC) each tranche of and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (2) Subject Indebtedness incurred in reliance on the Maturity Limitation Excluded Amount, (D) no Incremental Loans Term Facility shall be in an aggregate principal amount have a Weighted Average Life to Maturity 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 shorter 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 Weighted Average Life to Maturity of the then-remaining Initial Term Loans (without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Initial Term Loans), and with respect to an Incremental Term Facility that ranks junior in respect of the Collateral with the Initial Term Loans or that is unsecured, no such Incremental Term Facility shall be greater have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the Tranche B then-remaining Initial Term Loans Loans, plus ninety-one (except 91) days; provided that Incremental Loans restrictions in this clause (D) shall be entitled to participate, not apply to the extent provided such Incremental Term Facility constitutes (1) a customary bridge facility, so long as the long-term debt into which such customary bridge facility is to be converted or exchanged satisfies the requirements of clause (C) above and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (2) Subject Indebtedness incurred in Section 2.09(breliance on the Maturity Limitation Excluded Amount, (E) for purposes of mandatory prepayments (not, for the avoidance of doubt, voluntary prepayments), such Incremental Term Facility shall be treated no more favorably than the Initial Term Loans except those that only apply after the then existing Latest Maturity Date with respect to Term Loans, unless the Borrower and the lenders in mandatory prepayments); and respect of such Incremental Term Facility elect lesser payments, (vF) except as otherwise provided pursuant to this Section 2.20, any Incremental Term Facility shall be on terms and pursuant to documentation to be determined by the Borrower and the lenders providing any such Incremental Term Facility; provided that the covenants and events of default applicable to such indebtedness, taken as a whole, shall either, at the option of the Borrower, (A) reflect market terms and conditions at the time of incurrence or effectiveness (as determined by the Borrower in good faith) or (B) be no more favorable in any material respect to the lenders providing such indebtedness than those of the Loan Documents (as reasonably determined by the Borrower and the Administrative Agent) (except for covenants or other provisions applicable only to the periods after the Latest Maturity Date at the time such Incremental Term Facility is incurred), unless such covenants and events of default are also added for the benefit of the Lenders under the Loan Documents, and (G) if an Incremental Credit Facility ranks junior in right of security or payment priority to the other Term Loans or is unsecured, such Incremental Credit Facility will be established as a separate facility from the then existing Term Loans and, if secured, shall be subject to the Second Lien Intercreditor Agreement. (c) Each Incremental Revolving Facility (i) if made a part of an existing tranche of Revolving Commitments shall have terms identical to those applicable to such Class of Revolving Commitments (other than with respect to fees and original issue discount payable at closing of such Incremental Revolving Facility) or (ii) if consisting of an additional tranche of revolving loans and commitments shall be subject to substantially the same terms as the Initial Revolving Commitments (other than pricing, fees, maturity and other immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Revolving Facility); provided that (A) no Incremental Revolving Facility shall have a final maturity date earlier than, or require scheduled amortization or mandatory commitment reduction prior to, the then existing Latest Maturity Date with respect to the Revolving Commitments; provided that restrictions in this clause (A) shall not apply to the extent such Incremental Revolving Facility constitutes Subject Indebtedness incurred in reliance on the Maturity Limitation Excluded Amount, (B) the covenants, events of default and guarantees (other than maturity fees, discounts, interest rate, redemption terms and redemption premiums) of such Incremental Revolving Facility, if not consistent with the terms of the Initial Revolving Facility, shall be no more favorable (as reasonably determined by the Borrower and the Administrative Agent) to the Lenders providing such Incremental Revolving Facility than the terms of the Initial Revolving Facility are to the Lenders, (C) the Incremental Revolving Facility shall not have the benefit of any financial maintenance covenant more restrictive than the covenant set forth in Section 6.09(a), 6.11 unless (x) the Initial Revolving Facility has the benefit of such financial maintenance covenant on the same terms or (y) such financial maintenance covenant only applies after the Latest Maturity Date with respect to the Initial Revolving Facility in effect as of the time such Incremental Revolving Facility is incurred and (D) no Person shall be the Borrower shall within 30 days after the date or a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied guarantor with respect to such TV/Radio SubsidiaryIncremental Revolving Facility unless such Person is a Loan Party that has previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, and, if secured, shall only be secured by Collateral. (d) Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental Credit Facility. Such notice Any additional bank, financial institution, existing Lender or other Person that elects to provide commitments under an Incremental Credit Facility shall specify (w) be reasonably satisfactory to the amount Borrower and, in the case of any Incremental Revolving Facility and, to the extent such consent would be required for an assignment of such Incremental Loans and the Person or Persons Commitments pursuant to provide such Incremental LoansSection 9.04, (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 and the Issuing Banks (such consents not to be unreasonably withheld, delayed or conditioned) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender and such Incremental Credit Facility is documented under this Agreement, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Credit Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Holding Companies, the Borrower, such Additional Lender (in connection therewiththe case of this Agreement and, as appropriate, any other Loan Document, as applicable) and the Administrative Agent and/or the Collateral Agent. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no No Lender shall be obligated to provide any Commitments under an Incremental LoansCredit Facility unless it so agrees. Any Person or Persons Commitments in respect of any Incremental Credit Facilities which are documented under this Agreement shall become an Commitments under this Agreement. An Incremental Lender hereunder upon execution and delivery Credit Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of an Incremental Loan Amendment this Section 2.20 (in form reasonable satisfactory including to provide for voting provisions applicable to the Administrative AgentAdditional Lenders comparable to the provisions of clause (B) by of the second proviso of Section 9.02(b) and to change the amortization schedule (but not decreasing the amortization payments required to be made to any Lender) or extending the call protection or other terms of existing Term Loans in a manner required to make the Incremental Term Loans fungible with such Person or Persons, the Borrower and the Administrative Agent; provided that the Term Loans). The effectiveness of such any Incremental Loan Credit Facility Amendment shall shall, unless otherwise agreed to by the Additional Lenders, be subject to the satisfaction of each (or waiver) on the date thereof (each, an “Incremental Facility Closing Date”) of the express conditions set forth in respect of such Incremental Credit Facility Amendment to be mutually agreed upon by the Additional Lenders and the Borrower customary for transactions of the type in respect of which the applicable Incremental Credit Facility relates. The proceeds of any Loans under an Incremental Credit Facility will be used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including Restricted Payments, Acquisitions and other Investments). This Section 2.20 shall supersede any provisions in Section 2.11, Section 2.18 and Section 9.02 to the contrary. (e) Upon each increase in the Revolving Commitments under any Revolving Credit Facility pursuant to this Section 2.20, each Revolving Lender immediately prior to such increase will automatically 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 without further act be deemed to refer have assigned to each Lender providing a portion of the effective date Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit under such Revolving Credit Facility such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in such Letters of Credit under such Revolving Credit Facility held by each Revolving Lender (including each such Incremental Revolving Lender), as applicable, will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders under such Revolving Credit Facility. Additionally, if any Revolving Loans are outstanding under a Revolving Credit Facility at the time any Incremental Revolving Commitments are established, the applicable Revolving Lenders immediately after effectiveness of such Incremental Loan Amendment) Revolving Commitments shall purchase and assign at par such other conditions amounts of the Revolving Loans outstanding under such Revolving Credit Facility at such time as the parties to Administrative Agent may require such Incremental Loan Amendment shall agree. The Incremental that each Revolving Lender holds its Applicable Percentage of all Revolving 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.outstanding under such Revolving Credit Facili

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 Sixth Restatement Effective Date (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, 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, 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 $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) 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. 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 making of Incremental any New Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) thereto and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(xtransaction consummated in connection therewith (or, in the case of an incurrence of New Loans necessary or advisable (as determined by the Borrower in good faith) plus (B) additional amounts so long as both at for the time consummation of any such request and upon the effectiveness a Limited Condition Acquisition, no Default or Event 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 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 3.75 to 1.00Limited Condition Acquisition)); (ii) each Person which the Borrower shall request be in pro forma compliance with the financial covenants set forth in Section 7.1 as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to make an Incremental Loan Section 6.1 at the effective time of such commitments; (iii) the proceeds of any New Loans shall be used, at the discretion of the Borrower, for any purpose not prohibited by this Agreement; (iv) the New Loans 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 the Guarantee and Collateral Agreement; (v) in the case of New Loans that are term loans (“New Term Loans”), the maturity date thereof shall not be earlier than the Latest Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Latest Maturing Tranche A Term Loans (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Latest Maturity Date or the weighted average life to maturity of the Latest Maturing Tranche A Term Loans, as applicable); (vi) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior consent to the Revolving Termination Date; (vii) the New Revolving Loans shall share ratably in any mandatory prepayments or utilizations of the existing Revolving Loans; (viii) subject to Section 2.24, commitment reductions shall apply ratably to the Revolving Commitments and any commitments in respect of New Revolving Loans; provided that the Borrower may reduce 100% of the commitments of any revolving facility on a non-pro rata basis with the commitments under any other revolving facility hereunder; provided further that at the request of the Borrower, in lieu of such application on a pro rata basis among all Revolving Commitments, such reduction may be applied to any Revolving Commitments so long as the termination date of such Revolving Commitments precedes the termination date of each other Tranche of Revolving Commitments then outstanding or, in the event more than one Tranche of Revolving Commitments shall have an identical termination date that precedes the termination date of each other Tranche of Revolving Commitments then outstanding, to such Tranches on a pro rata basis; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (such consent not except to be unreasonably withheldthe extent permitted by clauses (iv), (v) and (vi) above and the last sentence of this paragraph and, with respect to the 2018 Delayed Draw Tranche A Term Commitments, except to the extent set forth in the Sixth Amendment); (iiix) such New Loans or New Loan Commitments (other than Supplemental Term Loan Commitments and Revolving Commitment Increases) shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) to the extent reasonably requested by the Administrative Agent, the Borrower shall deliver or cause to be delivered (A) customary legal opinions with respect to the due authorization, execution and delivery by the Borrower and each tranche other Loan Party to be party thereto and the enforceability of Incremental the applicable Joinder Agreement, Increase Supplement or Lender Joinder Agreement, as applicable, the non-conflict of the execution, delivery of and performance of payment obligations under, such documentation with this Agreement and with the organizational documents of the Loan Parties and the effectiveness of the Guarantee and Collateral Agreement to create a valid security interest, and the effectiveness of specified other Security Documents to perfect such security interests, in specified Collateral to secure the Obligations, including the New Loan Commitments and the extensions of credit thereunder and (B) certified copies of the resolutions or other applicable corporate action of each applicable Loan Party approving its entry into such documents and the transactions contemplated thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25, the “spread” with respect to any Term Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Term Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to any New Term Loan, made on or prior to the 24-month anniversary of the Third Amendment Effective Date, with annual amortization of less than 5.0% exceeds the spread then in effect with respect to the Initial Tranche B Term Loans by more than 0.50%, the Applicable Margin relating to the Initial Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the Initial Tranche B Term Loans by more than 0.50%; provided that if such New Term Loans include an interest rate floor greater than the interest rate floor applicable to the Initial Tranche B Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Initial Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial Tranche B Term Loans would cause an aggregate principal amount that is increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not less than $10,000,000 the Applicable Margin) applicable to the Initial Tranche B Term Loans shall be increased by such amount. For the avoidance of doubt, the rate of interest and the amortization schedule (or such lesser amount that represents all if applicable) of any New Loan Commitments shall be determined by the remaining availability under Borrower and the limits applicable New Lenders and shall be set forth in clause the applicable Joinder Agreement. (ic) above); On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (iveach, a “New Lender”) except for Incremental shall become a Lender hereunder with respect to such New Loan Commitment. (d) For purposes of this Agreement, any New Loans requested or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement 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 the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.25. (e) Supplemental Term Loan Commitments and Revolving Commitment Increases shall become commitments under clause this Agreement pursuant to (x) above that are in the case of the 2016 Supplemental 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 madeThird Amendment, (y) in the Incremental Loan Maturity Date and case of the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and 2018 Delayed Draw Tranche A Term Commitments, the Sixth Amendment or (z) otherwise, a supplement specifying the Applicable Margin that will apply Term Loan Tranche or Revolving Tranche to such Incremental Loans and (if applicable) the rate of the commitment feebe increased, if any, payable executed by the Borrower and each increasing Lender substantially in respect of the commitment to make such Incremental Loansform attached hereto as Exhibit L-1 (the “Increase Supplement”) or by each New Lender substantially in the form attached hereto as Exhibit L-2 (the “Lender Joinder Agreement”), together with such other information reasonably requested by as the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans case may not be reborrowed. Notwithstanding anything herein to the contrarybe, no Lender which shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery delivered to the Administrative Agent for recording in the Register. Upon effectiveness of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or PersonsLender Joinder Agreement, the Borrower each New Lender shall be a Lender for all intents and purposes of this Agreement 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 term loan made pursuant to the same Incremental such Supplemental Term Loan Amendment Commitment shall be deemed a Term Loan or the commitments made pursuant to such Revolving Commitment Increase shall be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementRevolving Commitments, as applicable.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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) has occurred and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both 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 3.75 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 1.00such 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) the Dollar Equivalent (calculated using the Exchange Rate on the 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 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 a 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, in each Person which 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”) (it being understood and agreed that unless notified by the Borrower (I) 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 above. (b) Each Incremental Term Facility (i) above)if made a part of an existing Class of Term Loans, shall have terms identical to those applicable to such Class of Term Loans or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that (ivA) except such Incremental Term Facility shall rank pari passu or junior in right of payment and/or security with the Term Loans hereunder or be unsecured, and if junior in right of payment and/or security or is unsecured, shall be established as a separate facility than the facility for Incremental the Term Loans requested under clause secured with the Collateral securing the Initial Term Loans, (B) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, (C) if secured, the obligations in respect thereof shall not be secured by Liens on the assets of the Parent and the Restricted Subsidiaries, other than assets constituting Collateral, as applicable, and if established as a separate facility, shall be subject to (x) above if such Term Loans are secured on a pari passu basis with the Obligations, the Senior Representative for such Term Loans shall enter into the Pari Passu Intercreditor Agreement or other customary intercreditor agreement and (y) if such Term Loans are secured on a junior basis to the Obligations, the Senior Representative for such Term Loans shall enter into a Second Lien Intercreditor Agreement or other customary intercreditor agreement, in each case with the Administrative Agent’s and/or Collateral Agent substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (I) any immaterial changes and (II) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are Tranche A pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations), (D) no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to the Initial Term Loans; provided that this clause (D) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Seattle Additional Debt, Seattle Additional Term Notes, Seattle Unrestricted Additional Term Notes and Seattle Incremental Term Loans having a final maturity date that is prior to the Incremental Loan Latest Maturity Date with respect to the Initial Term Loans so long as such final maturity date is at least five years from the date of the such issuance or incurrence, (E) no Incremental Loans of any Series Term Facility shall not be earlier have a Weighted Average Life to Maturity that is shorter 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 Weighted Average Life to Maturity of the then-remaining Initial Term Loans (without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of such Class of Term Loans); provided that this clause (E) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Seattle Additional Debt, Seattle Additional Term Notes, Seattle Unrestricted Additional Term Notes and Seattle Incremental Term Loans shall be greater having Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Tranche B Initial Term Loans (except that Incremental Loans without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans) so long as such debt does not require annual amortization or similar regularly scheduled prepayments in excess of 10% of the original amount of such debt at issuance or incurrence in any year, (F) for purposes of mandatory prepayments, shall be entitled treated no more favorably than the Initial Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date with respect to participateInitial Term Loans, (G) the pricing, interest rate margins, discounts, premiums, rate floors and fees applicable to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided that solely in the event that the Yield for any Incremental Term Loans secured on a pari passu basis with the Initial Term Loans (other than (i) Incremental Term Loans incurred in reliance on clause (y) of the definition of Unrestricted Incremental First Lien Indebtedness (except if the capacity under clause (y) results from prepayments made with the proceeds of indebtedness which is pari passu in right of payment and security with the Term Loans (other than the Revolving Loans)) and (ii) any Additional Term Notes) is higher than the Yield for the Tranche B-3 Term Loans, Tranche B-4 Term Loans, Euro Tranche Term Loans and Euro Tranche B-1 Term Loans by more than 50 basis points in the case such applicable Class of Initial Term Loans, then the Applicable Margin for the Tranche B-3 Term Loans, Tranche B-4 Term Loans, Euro Tranche Term Loans or Euro Tranche B-1 Term Loans, as applicable, shall be increased to the extent necessary so that the Yield for such Classes of Term Loans is equal to the Yield for such Incremental Term Loans minus 50 basis points, and (H) other terms may differ and shall be determined by the Borrower and the lenders providing such Incremental Term Loans; provided, however, the covenants and events of default of such Incremental Term Loans, if not consistent with the terms of the Initial Term Loans, shall not be materially more restrictive to the Borrower (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Initial Term Loans unless (x) the Lenders of the Initial Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Term Loan Maturity Date. (c) Each Incremental Revolving Facility (i) if made a part of an existing tranche of Revolving Commitments shall have terms identical to those applicable to such Class of Revolving Commitments or (ii) if consisting of an additional Class of revolving loans and commitments shall be subject to substantially the same terms as the Initial Revolving Commitments (other than pricing, fees, maturity and other immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Revolving Facility); provided that no Incremental Revolving Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to the Initial Revolving Commitments. (d) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to the Borrower and, in the case of any Incremental Revolving Facility and, to the extent provided in such consent would be required for an assignment of such Loans or Commitments pursuant to Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a)9.04, the Borrower shall within 30 days after Issuing Bank and the date a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement Swingline Lender (such consent not to be satisfied with respect unreasonably withheld, delayed or conditioned) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent, Holdco, the Borrower, such TV/Radio Subsidiary. Such notice shall specify Additional Lender (w) in the amount case of such Incremental Loans and the Person or Persons to provide such Incremental Loansthis Agreement and, (x) the date on which such Incremental Loans shall be madeas appropriate, (y) the Incremental any other 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 Document, as applicable) (and to the rate extent it directly and adversely affects the rights or duties 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 and/or the contraryCollateral Agent, 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 and/or the Administrative Collateral Agent) by such Person or Persons, the Borrower and the Administrative Agentas applicable); provided that in the effectiveness of such event an Incremental Loan Facility Amendment shall be subject to is effected without the satisfaction of each consent of the conditions set forth in this Section Administrative Agent 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 which 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.Administrative Agent is

Incremental Loans. The Borrower may at At any time or from time to time after the Sixth First Restatement Effective Date (after having given effect prior to the Borrowing of Maturity Date, the Incremental Tranche B-1 Term Loans thereon)Borrower may, by written notice to the Administrative Agent as provided below(which shall promptly deliver a copy to each of the Lenders), request one or more Lenders (including Persons who shall become Incremental Lenders pursuant the addition to this Section 2.01(cAgreement of a new tranche of term loans, or an incremental revolving credit facility or any combination thereof (the "Incremental Facilities")) to ; provided, however, that both (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 (y) upon the effectiveness of any such Incremental Loan Amendment Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) 6.12 (calculated, in the First Lien Indebtedness Ratio case of clause (determined y), on a pro forma basis as to give effect to any borrowing under the Incremental Facility and any substantially simultaneous repayments of Revolving Loans). The Incremental Facilities shall (i) be in an aggregate principal amount not in excess of $350,000,000, (ii) rank pari passu in right of payment and of security with the relevant determination date as other Loans, (iii) if such Incremental Loans pursuant Facility is a term loan facility, amortize in a manner, and be subject to this Section 2.01(c)(i)(Bmandatory prepayments (if any) had been on terms, acceptable to the Agents, and mature no earlier than the Maturity Date, (iv) bear interest at the market interest rate, as determined at the time such Incremental Facility becomes effective, (v) have such other pricing as may be agreed by the Borrower and the Administrative Agent and (vi) otherwise be treated hereunder no more favorably than the Revolving Loans; provided, that the terms and provisions applicable to the Incremental Facilities may provide for additional or different financial or other covenants applicable only during periods after the Maturity Date. At no time shall the sum of (i) the aggregate amount of loans outstanding on under the most recent period of four consecutive fiscal quarters) shall not be greater than 3.75 to 1.00; Incremental Facilities at such time, (ii) the total Revolving Exposure at such time and (iii) the outstanding Tranche 1 Term Loans at such time exceed the Borrowing Base Amount in effect at such time, and the proceeds of the Incremental Facilities shall be used solely for the purposes set forth in Section 5.10. Such notice shall set forth the requested amount and class of Incremental Facilities, and shall offer each Person which Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide a portion of the Incremental Facility by giving written notice of such offered commitment to the Administrative Agent and the Borrower within a time period (the "Offer Period") to be specified in the Borrower's notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of such commitments. In the event that, at the expiration of the Offer Period, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Incremental Facility initially requested by the Borrower, the Borrower may request that Incremental Facility commitments be made in a lesser amount equal to make such commitments and/or shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide a portion of the Incremental Loan Facility in an aggregate amount equal to the unsubscribed amount of the initial request; provided that each Additional Lender shall be subject to the prior consent approval of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche and provided further that the Additional Lenders shall be offered the opportunity to provide the Incremental Facility only on terms previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Loans shall be in Facilities will become Commitments under this Agreement pursuant to an aggregate principal amount that is not less than $10,000,000 amendment to this Agreement (or such lesser amount that represents all an amendment, an "Incremental Facility Amendment") executed by each 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 LoansBorrower and each Subsidiary Loan Party, 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 each Lender agreeing 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 feeCommitment, if any, payable by the Borrower in respect of the commitment to make such Incremental Loanseach Additional Lender, 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 contraryif any, 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 . The effectiveness of such any Incremental Loan Facility Amendment shall be subject to the satisfaction on the date thereof 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 4.02 of such Borrowing” or similar language the Original Agreement as in Section 5.02 shall be deemed to refer effect immediately prior 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 AgreementFirst Restatement Effective Date.

Incremental Loans. The (a) Borrower may at any time or from time to time after the Sixth Restatement Effective Date (after having given effect to the Borrowing of the Incremental Tranche B-1 Term Loans thereon)may, 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 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 (a) (I) $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 Basket”). Such notice shall set forth (x) 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), (y) the date on which such Incremental Commitments are requested to become effective (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as Agent shall agree)) and (iiz) whether such Incremental Loans are intended to be increases to the existing Loans or are intended to be a new tranche of Loans with terms different from the Loans. Borrower may seek Incremental Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the incurrence of the Incremental Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after the incurrence of such the Incremental Loan, (ii) the representations and warranties set forth in Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date the Incremental Loans are made, except to the extent that such representations or warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (iii) the terms of such Incremental Commitments and the Incremental Loans thereunder shall comply with Section 2.15(c); provided that the foregoing clauses (i) and (ii) will not be required to apply to the extent that the proceeds of the Incremental Loans are being used to finance a Limited Condition Acquisition. (c) The terms of the Incremental Loans shall be determined by Borrower and the Persons providing the Incremental Loans (each, an “Incremental Lender”) and set forth in an Incremental Amendment; 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 final maturity date 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 3.75 to 1.00; (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 no earlier than the Tranche B Term Loan Latest Maturity Date Date, (except that ii) the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Weighted Average Life to Maturity of the Incremental Loans shall be greater no shorter than the remaining Weighted Average Life to Maturity of any then-existing Loans, (iii) the Tranche B Term Incremental Loans will rank pari passu in right of payment and with respect to security with the Loans, (except that iv) none of the borrower or guarantors with respect to the Incremental Loans shall be entitled to participatea Person that is not a Credit Party and the Incremental Loans shall not be secured by assets that do not constitute Collateral, 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 any Incremental Loans incurred pursuant to clause (a) of this Section 2.15, if the All-in Yield on any tranche of such TV/Radio SubsidiaryIncremental Loans incurred within twelvesix (126) months of the Amendment No. Such notice shall specify 68 Closing Date exceeds the initial All-in Yield for the Term B-2 Loans by more than 50 basis points (w) the amount of such excess above 50 basis points being referred to herein as the “Term B Loan Yield Differential”), then the Applicable Margin for such Term B-2 Loans shall automatically be increased by the Term B Loan Yield Differential applicable to such Term B-2 Loans effective upon the making of the Incremental Loans (and Borrower shall be entitled, without the Person consent of any other Lender, to increase the All-in Yield on such Term B-2 Loans as necessary to ensure the Incremental Loans are “fungible” with such Term B-2 Loans), (vi) the Incremental Loans may share ratably or Persons less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to provide the extent the terms of the Incremental Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to Agent. (d) In connection with any Incremental Loans, (x) the date on which such Borrower, Agent and each applicable 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 execute and deliver to provide any Incremental Loans. Any Person or Persons shall become Agent an Incremental Lender hereunder upon execution and delivery amendment to this Agreement (which may take the Administrative Agent form of an amendment and restatement of this Agreement) (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 documentation as Agent shall reasonably specify to evidence the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant of each Incremental Lender. Agent shall promptly notify each Lender as to the same effectiveness of each Incremental Amendment. Any Incremental Amendment may, without consent of any other Lender, effect such amendments to this Agreement and the other Loan Amendment shall Documents as may be deemed necessary or appropriate, in the reasonable opinion of Agent and Borrower, to be a separate series (each a “Series”) effect the provisions of this Section 2.15, including any amendments necessary to establish the Incremental Loans for all purposes as a new class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection with the establishment of such new class or tranche, in each case on terms consistent with this AgreementSection 2.15. (e) This Section 2.15 shall supersede any provision in Section 2.9 or 12.2.

Incremental Loans. The Borrower may at At any time or from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Maturity Date, the Incremental Tranche B-1 Term Loans thereon)Borrower may, by written notice to the Administrative Agent as provided below(which shall promptly deliver a copy to each of the Lenders), request one or more Lenders (including Persons who shall become Incremental Lenders pursuant the addition to this Section 2.01(cAgreement of a new tranche of term loans, or an incremental revolving credit facility or any combination thereof (the "Incremental Facilities")) to ; provided, however, that both (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 (y) upon the effectiveness of any such Incremental Loan Amendment Facility, no Default shall exist and the Borrower shall be in compliance with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) Sections 6.12, 6.13 and 6.14 (calculated, in the First Lien Indebtedness Ratio case of clause (determined y), on a pro forma basis as to give effect to any borrowing of term loans under the relevant determination date as Incremental Facility). The Incremental Facilities shall (i) be in an aggregate principal amount not in excess of $150,000,000, (ii) rank pari passu in right of payment and of security with the other Loans, (iii) if such Incremental Facility is a term loan facility, amortize in a manner acceptable to the Agents, and in any event have an average weighted life equal to or longer than the Term Loans pursuant to this Section 2.01(c)(i)(Band mature no earlier than the Maturity Date, (iv) had been outstanding on bear interest at the most recent period of four consecutive fiscal quartersmarket interest rate, as determined at the time such Incremental Facility becomes effective, (v) shall not have such other pricing as may be greater than 3.75 to 1.00; (ii) each Person which agreed by the Borrower shall request to make and the Administrative Agent and (vi) otherwise be treated hereunder no more favorably than the Term Loans, in the case of an Incremental Loan Facility involving term loans, or the Revolving Loans, in the case of an Incremental Facility involving revolving loans; provided, that the terms and provisions applicable to the Incremental Facilities may provide for additional or different financial or other covenants applicable only during periods after the Maturity Date. The proceeds of the Incremental Facilities shall be used solely for the purposes set forth in Section 5.10. Such notice shall set forth the requested amount and class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide a portion of the Incremental Facility by giving written notice of such offered commitment to the Administrative Agent and the Borrower within a time period (the "Offer Period") to be specified in the Borrower's notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of such commitments. In the event that, at the expiration of the Offer Period, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Incremental Facility initially requested by the Borrower, the Borrower may request that Incremental Facility commitments be made in a lesser amount equal to such commitments and/or shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide a portion of the Incremental Facility in an aggregate amount equal to the unsubscribed amount of the initial request; provided that each Additional Lender shall be subject to the prior consent approval of the Administrative Agent (such consent not to be unreasonably withheld); (iii) each tranche and provided further that the Additional Lenders shall be offered the opportunity to provide the Incremental Facility only on terms previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Loans shall be in Facilities will become Commitments under this Agreement pursuant to an aggregate principal amount that is not less than $10,000,000 amendment to this Agreement (or such lesser amount that represents all an amendment, an "Incremental Facility Amendment") executed by each 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 LoansBorrower and each Subsidiary Loan Party, 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 each Lender agreeing 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 feeCommitment, if any, payable by the Borrower in respect of the commitment to make such Incremental Loanseach Additional Lender, 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 contraryif any, 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 . The effectiveness of such any Incremental Loan Facility Amendment shall be subject to the satisfaction on the date thereof 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 Agreement4.02.

Incremental Loans. The Borrower may at any time or from time to time after the Sixth Restatement RestatementThird Amendment Effective Date (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 3.75 to 1.00; (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.at

Incremental Loans. The (a) Borrower may at any time or from time to time after the Sixth Restatement Effective Date (after having given effect to the Borrowing of the Incremental Tranche B-1 Term Loans thereon)may, 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 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 (a) (I) $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 Basket”). Such notice shall set forth (x) 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), (y) the date on which such Incremental Commitments are requested to become effective (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as Agent shall agree)) and (z) whether such Incremental Loans are intended to be increases to the existing Loans or are intended to be a new tranche of Loans with terms different from the Loans. Borrower may seek Incremental Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the incurrence of the Incremental Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after the incurrence of such the Incremental Loan, (ii) the representations and warranties set forth in Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date the Incremental Loans are made, except to the extent that such representations or warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (iii) the terms of such Incremental Commitments and the Incremental Loans thereunder shall comply with Section 2.15(c); provided that the foregoing clauses (i) and (ii) will not be required to apply to the extent that the proceeds of the Incremental Loans are being used to finance a Limited Condition Acquisition. (c) The terms of the Incremental Loans shall be determined by Borrower and the Persons providing the Incremental Loans (each, an “Incremental Lender”) and set forth in an Incremental Amendment; 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 final maturity date 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 3.75 to 1.00; (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 no earlier than the Tranche B Term Loan Latest Maturity Date Date, (except that ii) the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Weighted Average Life to Maturity of the Incremental Loans shall be greater no shorter than the remaining Weighted Average Life to Maturity of any then-existing Loans, (iii) the Tranche B Term Incremental Loans will rank pari passu in right of payment and with respect to security with the Loans, (except that iv) none of the borrower or guarantors with respect to the Incremental Loans shall be entitled to participatea Person that is not a Credit Party and the Incremental Loans shall not be secured by assets that do not constitute Collateral, 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 any Incremental Loans incurred pursuant to clause (a) of this Section 2.15, (x) if the All-in Yield on any tranche of such TV/Radio SubsidiaryIncremental Loans incurred within six (6) months of the Amendment No. Such notice shall specify 8 Closing Date exceeds the initial All-in Yield for the Term B-2 Loans by more than 50 basis points (w) the amount of such excess above 50 basis points being referred to herein as the “Term B-2 Loan Yield Differential”) or (y) if the All-in Yield on any tranche of such Incremental Loans incurred within six (6) months of the Amendment No. 9 Closing Date exceeds the initial All-in Yield for the Term B-3 Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Term B-3 Loan Yield Differential”), then the Applicable Margin for such Term B-2 Loans or Term B-3 Loans, as applicable, shall automatically be increased by the Term B-2 Loan Yield Differential or Term B-3 Loan Yield Differential applicable to such Term B-2 Loans or Term B-3 Loans, as applicable, effective upon the making of the Incremental Loans (and Borrower shall be entitled, without the Person consent of any other Lender, to increase the All-in Yield on such Term B-2 Loans or Persons Term B-3 Loans, as applicable, as necessary to provide ensure the Incremental Loans are “fungible” with such Term B-2 Loans) or Term B-3 Loans, as applicable), (vi) the Incremental Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Incremental Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to Agent. (d) In connection with any Incremental Loans, (x) the date on which such Borrower, Agent and each applicable 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 execute and deliver to provide any Incremental Loans. Any Person or Persons shall become Agent an Incremental Lender hereunder upon execution and delivery amendment to this Agreement (which may take the Administrative Agent form of an amendment and restatement of this Agreement) (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 documentation as Agent shall reasonably specify to evidence the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant of each Incremental Lender. Agent shall promptly notify each Lender as to the same effectiveness of each Incremental Amendment. Any Incremental Amendment may, without consent of any other Lender, effect such amendments to this Agreement and the other Loan Amendment shall Documents as may be deemed necessary or appropriate, in the reasonable opinion of Agent and Borrower, to be a separate series (each a “Series”) effect the provisions of this Section 2.15, including any amendments necessary to establish the Incremental Loans for all purposes as a new class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection with the establishment of such new class or tranche, in each case on terms consistent with this AgreementSection 2.15. (e) This Section 2.15 shall supersede any provision in Section 2.9 or 12.2.

Incremental Loans. (i) The Borrower Borrowers may at any time or from time to time time, after the Sixth Restatement Fifth AmendmentRestatement Agreement Effective Date Date, upon not less than five (after having given effect to the Borrowing of the Incremental Tranche B-1 Term Loans thereon), by 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 Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) Loans and any Guarantees incurred pursuant transaction consummated in connection therewith, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects, (y) 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(e)(ii)(A)(x) 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 3.75 to 1.00; (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 such Incremental Term Loan shall not be shorter than that of the 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 (together with the aggregate principal amount of any Funded Debt incurred pursuant to Section 8.1(t)) not in excess of $400,000,000 shall not be subject to terms of this clause (2). (ii) 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 applicable existing Lender (and each applicable 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 applicable 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 Commitment Ratio) or by any other bank or other financial institution reasonably acceptable to the Borrowers and the applicable Administrative Agent (any such other bank or other financial institution being called an “Additional Lender”). Incremental Loans shall be greater than the Average Life become Loans under this Agreement pursuant to Maturity of the Tranche B Term Loans an amendment (except that an “Incremental Loans shall be entitled Amendment”) to participatethis Agreement and, to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a)appropriate, the Borrower shall within 30 days after other Loan Documents, executed 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 Borrowers, each Lender agreeing 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 each Additional Lender, if any, and each Administrative Agent. The Incremental Amendment may, without the Borrower 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 each 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 Loans. Any Person Loans unless it so agrees. (iii) 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. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) 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 date are (x) fully drawn and (y) secured, whether or not so secured and (II) the proceeds 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 are not be greater than 3.75 to 1.00; (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 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.▇▇▇

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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 in Dollars and, in the amount case of their Term Loans and/or (y) establish any Incremental Revolving Facility, at the option of the Borrower, 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”), or a combination thereof (with the Loans and Commitments thereunder made (and funded) to the Existing Borrower or the Incremental Borrower in the sole discretion of the Existing Borrower and the Incremental Borrower); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (immediately before and after giving effect to each Incremental Facility Amendment and the “applicable 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 Facility, no Event of Default exists at the time of any such request and upon or immediately after giving effect thereto; provided that to the effectiveness extent the proceeds of any Incremental Loans are being used to finance a Permitted Acquisition or other Permitted Investment, immediately before and after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, no Specified Event of Default exists at the time of such request or immediately after giving effect thereto, (B) the representations and warranties of each Loan Amendment with respect Party set forth in the Loan Documents shall be true and correct in all material respects, in each case on and as of the date of effectiveness (or true and correct in all material respects as of a specified date, if earlier), subject to an customary “SunGard” limitations to the extent the proceeds of any Incremental Loan pursuant Loans are being used to finance a Permitted Acquisition or other Permitted Investment, (ii) (A) subject to the provisos to this Section 2.01(c)(i)(B) sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, the First Lien Indebtedness Net Leverage Ratio (determined computed 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) Pro Forma Basis shall not be greater than 3.75 to 1.004.75:1.00; (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 participateor, 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 proceeds 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 Facility are 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.used to

Incremental Loans. The Any Borrower may at any time or from time to time after the Sixth Restatement Effective Date (after having given effect to the Borrowing of the Incremental Tranche B-1 Term Loans thereon)Date, by written notice from the Company to the Administrative Agent as provided belowand the Lenders, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this Section 2.01(c)a) 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 AmountTerm Loans”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(mor (b) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(xone or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”), provided that: (i) 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 Incremental Loan pursuant to this Section 2.01(c)(i)(B) below, no Event of Default shall exist and at the First Lien Indebtedness Ratio (determined on a pro forma basis as of the relevant determination date as if time that any such Incremental Loans pursuant to this Section 2.01(c)(i)(BTerm Loan is made (and after giving effect thereto) had been outstanding on the most recent period no Event of four consecutive fiscal quarters) Default shall not be greater than 3.75 to 1.00; exist; (ii) each Person which immediately after giving effect to the Borrower shall request to make an borrowing of such Incremental Loan Term Loans or the establishment of such Revolving Commitment Increase, the Company shall be subject to in compliance with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld); covenants set forth in Section 7.09; (iii) each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (or such lesser amount that represents all 25,000,000 and shall be in an increment of the remaining availability under the limits set forth in clause (i) above); $1,000,000; (iv) except for the aggregate amount of Incremental Term Loans requested under clause and Revolving Commitment Increases following the Restatement Effective Date shall not exceed $300,000,000 (xprovided that the Borrowers may obtain up to an additional $200,000,000 in the aggregate of Incremental Term Loans and/or Revolving Commitment Increases so long as immediately after giving effect to the borrowing of any such Incremental Term Loans or the establishment of any such Revolving Commitment Increase the Senior Debt Ratio would be less than or equal to 3.25 to 1.0); (v) above that are Tranche A the aggregate amount of Incremental Term Loans, the Incremental Loan Maturity Date of the Incremental Loans of any Series Subsidiary Borrowers established following the Restatement Effective Date shall not be exceed $110,000,000; (vi) any Incremental Term Loans (1) shall not mature earlier than the Tranche B Term A-3 Loan Maturity Date Date, (except 2) shall not have a Weighted Average Life to Maturity that is shorter than the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the then remaining Weighted Average Life to Maturity of then-existing Term A-3 Loans, (3) shall have the interest rates, upfront fees and OID for any Series of Incremental Term Loans shall be greater as agreed between the applicable Borrower and the Incremental Lenders providing the applicable Series of Incremental Term Loans; provided that if the Yield of any Series of Incremental Term Loans exceeds the Yield on the Term B Loans by more than 50 basis points, the Applicable Margins for the Term B Loans shall automatically be increased on the date such Series of Incremental Term Loans is established to the extent necessary to cause the Yield on the Term B Loans to be 50 basis points less than the Average Life to Maturity Yield on such Series of Incremental Term Loans; (vii) in no event shall the Tranche B Incremental Term Loans (except that Incremental Loans shall of any Series be entitled to participateparticipate on a greater than pro rata basis with the Term A-1 Loans, Term A-2 Loans, Term A-3 Loans or Term B Loans then outstanding in any mandatory prepayment pursuant to this Agreement; and (viii) except to the extent provided in Section 2.09(b)contemplated above, 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 all other terms of such any Incremental Loans and the Person or Persons to provide such Incremental Loans, (x) the date on which such Incremental Term Loans shall either be substantially the same as the terms of the Term B Loans or shall be reasonably satisfactory to the Administrative Agent. Each notice from the Company pursuant to this Section 2.01(c) shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (ybut no existing Lender will have any obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase and no Borrower shall have any obligation to offer any Series of Incremental Term Loans or any Revolving Commitment Increase to existing Lenders) or by any other bank or other financial institution (any such existing Lender or other bank or other financial institution being called an “Incremental Lender”), provided that the Incremental Loan Maturity Date Administrative Agent and the Incremental Loan Principal Payment Dates Issuing Lender, as applicable, shall have consented (if anynot to be unreasonably withheld, conditioned or delayed) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. Incremental Term Loans and Revolving Commitment Increases shall be established pursuant to an amendment (if applicablean “Incremental Amendment”) to this Agreement and, as appropriate, the rate of the commitment feeother Loan Documents, if any, payable executed by the Company, any Subsidiary Borrower that will be a Borrower in respect of the commitment to make such Incremental Term Loans, together each Incremental Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other party, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent to effect the provisions of this Section 2.01(c). In connection with any Incremental Amendment, the Obligors shall deliver such other information customary opinions and instruments as may be reasonably requested by the Administrative Agent in connection therewithfor purposes of ensuring the enforceability of the Loan Documents after giving effect to such Incremental Amendment. Amounts prepaid in respect Any Incremental Term Loans established pursuant to any Incremental Amendment shall constitute a separate “Series” of Incremental Term Loans may not hereunder. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.01, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be reborrowed. Notwithstanding anything herein deemed to have assigned to each Lender providing a portion of the contraryRevolving Commitment Increase (each, no a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, each Revolving Commitment Increase Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to purchase at par such portions of each other Revolving Credit Lender’s Revolving Credit Loans as 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 may specify so that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of Revolving Credit Loans are held by each of the conditions set forth Revolving Credit Lender (including each Revolving Commitment Increase Lender) on a pro rata basis 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 Agreementaccordance with their respective Applicable Percentages.

Incremental Loans. $[ , , ] Eurodollar Borrowing to be continued with Interest Period of [ ] month(s) $[ , , ] ABR Borrowing to be converted to Eurodollar Borrowing with Interest Period of month(s) $[ , , ] Eurodollar Borrowing to be converted to ABR Borrowing The U.S. Borrower hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default.1 Date: [mm/dd/yy] WIRECO WORLDGROUP INC. By: Name: Title: [President] [Vice President] [Financial Officer of the U.S. Borrower] 1 Notwithstanding any contrary provision of the Credit Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the U.S. Borrower, then, so long as an Event of Default is continuing no outstanding Term Loan Borrowing, may be converted to or continued as a Eurodollar Borrowing and, unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at any time the end of the Interest Period applicable thereto. Reference is made to that certain Amended and Restated Credit Agreement dated as of June 10, 2011, among WIRECO WORLDGROUP INC., a Delaware corporation (the “U.S. Borrower”), WRCA (LUXEMBOURG) HOLDINGS S.AR.L., a societe a responsabilite limitee organized under the laws of Luxembourg, WIRECO WORLDGROUP (CAYMAN) INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands and certain of its subsidiaries, WIRECO WORLDGROUP LIMITED, a company organized under the laws of Cyprus, the several banks and other financial institutions or entities from time to time after the Sixth Restatement Effective Date (after having given effect to the Borrowing of the Incremental Tranche B-1 Term Loans thereon)party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, by written notice to the as Administrative Agent and Collateral Agent (as provided belowit may be amended, request one restated, supplemented or more Lenders (including Persons who shall become Incremental Lenders pursuant otherwise modified from time 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 (collectivelytime, the “Incremental LoansCredit Agreement”); 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 3.75 to 1.00; (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. The (a) Borrower may at any time or from time to time after the Sixth Restatement Effective Date (after having given effect to the Borrowing of the Incremental Tranche B-1 Term Loans thereon)may, 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 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 (a) (I) $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 Basket”). Such notice shall set forth (x) 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), (y) the date on which such Incremental Commitments are requested to become effective (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as Agent shall agree)) and (z) whether such Incremental Loans are intended to be increases to the existing Loans or are intended to be a new tranche of Loans with terms different from the Loans. Borrower may seek Incremental Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the incurrence of the Incremental Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after the incurrence of such the Incremental Loan, (ii) the representations and warranties set forth in Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date the Incremental Loans are made, except to the extent that such representations or warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (iii) the terms of such Incremental Commitments and the Incremental Loans thereunder shall comply with Section 2.15(c); provided that the foregoing clauses (i) and (ii) will not be required to apply to the extent that the proceeds of the Incremental Loans are being used to finance a Limited Condition Acquisition. (c) The terms of the Incremental Loans shall be determined by Borrower and the Persons providing the Incremental Loans (each, an “Incremental Lender”) and set forth in an Incremental Amendment; 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 final maturity date 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 3.75 to 1.00; (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 no earlier than the Tranche B Term Loan Latest Maturity Date Date, (except that ii) the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Weighted Average Life to Maturity of the Incremental Loans shall be greater no shorter than the remaining Weighted Average Life to Maturity of any then-existing Loans, (iii) the Tranche B Term Incremental Loans will rank pari passu in right of payment and with respect to security with the Loans, (except that iv) none of the borrower or guarantors with respect to the Incremental Loans shall be entitled to participatea Person that is not a Credit Party and the Incremental Loans shall not be secured by assets that do not constitute Collateral, 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 any Incremental Loans incurred pursuant to clause (a) of this Section 2.15, (x) if the All-in Yield on any tranche of such TV/Radio SubsidiaryIncremental Loans incurred within six (6) months of the Amendment No. Such notice shall specify 8 Closing Date exceeds the initial All-in Yield for the Term B-2 Loans by more than 50 basis points (w) the amount of such excess above 50 basis points being referred to herein as the “Term B-2 Loan Yield Differential”) or (y) if the All-in Yield on any tranche of such Incremental Loans incurred within six (6) months of the Amendment No. 9 Closing Date exceeds the initial All-in Yield for the Term B-3 Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Term B-3 Loan Yield Differential”), then the Applicable Margin for such Term B-2 Loans or Term B-3 Loans, as applicable, shall automatically be increased by the Term B-2 Loan Yield Differential or Term B-3 Loan Yield Differential applicable to such Term B-2 Loans or Term B-3 Loans, as applicable, effective upon the making of the Incremental Loans (and Borrower shall be entitled, without the Person consent of any other Lender, to increase the All-in Yield on such Term B-2 Loans or Persons Term B-3 Loans, as applicable, as necessary to provide ensure the Incremental Loans are “fungible” with such Term B-2 Loans or Term B-3 Loans, as applicable), (vi) the Incremental Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Incremental Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to Agent. (d) In connection with any Incremental Loans, (x) the date on which such Borrower, Agent and each applicable 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 execute and deliver to provide any Incremental Loans. Any Person or Persons shall become Agent an Incremental Lender hereunder upon execution and delivery amendment to this Agreement (which may take the Administrative Agent form of an amendment and restatement of this Agreement) (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 documentation as Agent shall reasonably specify to evidence the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant of each Incremental Lender. Agent shall promptly notify each Lender as to the same effectiveness of each Incremental Amendment. Any Incremental Amendment may, without consent of any other Lender, effect such amendments to this Agreement and the other Loan Amendment shall Documents as may be deemed necessary or appropriate, in the reasonable opinion of Agent and Borrower, to be a separate series (each a “Series”) effect the provisions of this Section 2.15, including any amendments necessary to establish the Incremental Loans for all purposes as a new class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection with the establishment of such new class or tranche, in each case on terms consistent with this AgreementSection 2.15. (e) This Section 2.15 shall supersede any provision in Section 2.9 or 12.2.

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 Sixth Restatement Effective Date (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, 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 making of Incremental any New Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) thereto and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(xtransaction consummated in connection therewith (or, in the case of an incurrence of New Loans necessary or advisable (as determined by the Borrower in good faith) plus (B) additional amounts so long as both at for the time consummation of any such request and upon the effectiveness a Limited Condition Acquisition, no Default or Event 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 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 3.75 to 1.00Limited 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 At any time or from time to time after the Sixth 2009 Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, the Incremental Tranche B-1 Term Loans thereon)Borrower may, by written notice to the Administrative Agent as provided below(which shall promptly deliver a copy to each of the Lenders), request one or more Lenders (including Persons who shall become Incremental Lenders pursuant the addition to this Section 2.01(c)) to (x) provide additional Term Loans or increase the amount Agreement of their Term Loans and/or (y) establish one or more additional tranches a new tranche of term loans hereunder (collectively, the “Incremental Loans”); provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 or an incremental revolving credit facility or any combination thereof (the “Incremental Starter AmountFacilities”); provided, however, that both (x) 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 (y) upon the effectiveness of any such Incremental Loan Amendment Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) 6.12 (calculated, in the First Lien Indebtedness Ratio case of clause (determined y), on a pro forma basis to give effect to (1) any borrowing under the Incremental Facility, (2) any substantially simultaneous repayments of Revolving Loans and Other Revolving Loans and (3) in the case of any Incremental Securitization Refinancing Facility (as defined below), any substantially simultaneous repayments or repurchases of Third Party Interests or Indebtedness incurred under Section 6.01(a)(xvi) (A) (and the relevant determination date as if such related repurchases of Securitization Assets and cessation of future purchases of Securitization Assets)). The Incremental Loans pursuant to this Section 2.01(c)(i)(BFacilities shall (i) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than 3.75 to 1.00; (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 (excluding the aggregate principal amount of Incremental Securitization Refinancing Facilities) not less than in excess of $10,000,000 350,000,000 minus the initial aggregate principal amount of Tranche 3 Term Loans made on the 2008 Restatement Effective Date, (or such lesser amount that represents all ii) rank pari passu in right of payment and of security with 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 other Loans, (iii) if such Incremental Facility is a term loan facility, amortize in a manner, and be subject to mandatory prepayments (if any) on terms, acceptable to the Incremental Loan Maturity Date of the Incremental Loans of any Series shall not be Agents, and mature no earlier than the Tranche B 2/Tranche 3 Term Loan Maturity Date Date, (except that iv) bear interest at the scheduled final maturity of market interest rate, as determined at the time such Incremental Loans may be accelerated pursuant to Section 2.08(b))Facility becomes effective, 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 have such other information reasonably requested pricing as may be agreed 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 AgentAgent and (vi) otherwise be treated hereunder no more favorably than, in the case of revolving facilities, the Revolving Loans and Revolving Commitments, and in the case of term loans, the Tranche 2 Term Loans and the Tranche 3 Term Loans; provided provided, that the terms and provisions applicable to any Incremental Facility may provide for additional or different financial or other covenants applicable only during periods after the Latest Maturity Date that is in effect on the date of effectiveness of such Incremental Loan Amendment Facility. At no time shall the sum of (i) the aggregate amount of loans outstanding under the Incremental Facilities at such time, (ii) the total Revolving Exposure at such time, (iii) the outstanding Tranche 1 Term Loans at such time, (iv) the outstanding Tranche 2 Term Loans at such time, (v) the outstanding Tranche 3 Term Loans at such time , (vi) the outstanding Other Term Loans at such time, (vii) the Other Revolving Exposures at such time and (viii) the Additional Senior Debt at such time exceed the Borrowing Base Amount in effect at such time, and the proceeds of the Incremental Facilities shall be subject to used solely for the satisfaction of each of the conditions purposes set forth in Section 5.10 and the preamble, provided that the proceeds of Incremental Securitization Refinancing Facilities shall be used solely for the purposes specified in the penultimate sentence of this Section 2.21. Such notice shall set forth the requested amount and Sections 5.02 class of Incremental Facilities, and 5.03 shall offer each Lender the opportunity to offer a commitment (it being understood that all references the “Incremental Commitment”) to “date provide a portion of the Incremental Facility by giving written notice of such Borrowing” or similar language in Section 5.02 shall be deemed to refer offered commitment to the effective date of such Incremental Loan AmendmentAdministrative Agent and the Borrower within a time period (the “Offer Period”) 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.specified in the Borrower’s

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both no Event of Default at the time of 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 the provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, the Total Secured Net Leverage Ratio computed on a 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 date 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 date are (x) fully drawn and (y) 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 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) 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 designate any such request and upon the effectiveness of any Indebtedness as Unrestricted Incremental Loan Amendment with respect to an Incremental Loan pursuant to this Section 2.01(c)(i)(B) the First Lien Indebtedness Ratio on or prior to the date of such incurrence by notice to the applicable Administrative Agent and (determined on a pro forma basis 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 relevant determination date as if of such Incremental Loans pursuant to this Section 2.01(c)(i)(Bredesignation by the amount of such Indebtedness so redesignated) had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than 3.75 to 1.00; (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); 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 above. (b) Each Incremental Term Facility (i) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A if made a part of the existing tranche of Initial Term Loans, shall have terms identical to those applicable to such Initial Term Loans or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by the Borrower and the lenders providing such Incremental Loan Maturity Date Term Facility; provided that (A) such Incremental Term Facility shall rank pari passu in right of payment in respect of the Collateral with the Initial Term Loans, (B) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, (C) no Incremental Loans of any Series Term Facility shall not be have a final maturity date earlier than the Tranche B Term Loan then existing Latest Maturity Date with respect to Term Loans, (except D) no Incremental Term Facility shall have a Weighted Average Life to Maturity that is shorter than the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the Weighted Average Life to Maturity of the Incremental Loans shall be greater than the Average Life to Maturity of the Tranche B then-remaining Initial Term Loans (except that Incremental Loans without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Initial Term Loans), (E) for purposes of prepayments, shall be entitled treated no more favorably than the Initial Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date with respect to participateTerm Loans, and (F) the covenants, events of default and guarantees (other than maturity fees, discounts, interest rate, redemption terms and redemption premiums) of such Incremental Term Loans, if not consistent with the terms of the Term Loans, shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply only after the Term Loan Maturity Date. (c) Each Incremental Revolving Facility (i) if made a part of the existing tranche of Initial Revolving Commitments shall have terms identical to those applicable to such Class of Initial Revolving Commitments or (ii) if consisting of an additional tranche of revolving loans and commitments shall be subject to substantially the same terms as the Initial Revolving Commitments (other than pricing, fees, maturity and other immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Revolving Facility); provided that no Incremental Revolving Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to Revolving Commitments. (d) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to the Borrower and, in the case of any Incremental Revolving Facility and, to the extent provided such consent would be required for an assignment of such Loans or Commitments pursuant to Section 9.04, the Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender (in Section 2.09(b)the case of this Agreement and, in mandatory prepayments); as appropriate, any other Loan Document, as applicable) and (v) except as otherwise provided in Section 6.09(a), to the Borrower shall within 30 days after extent it directly adversely amends or modifies the date a Person becomes a TV/Radio Subsidiary cause rights or duties of any Administrative Agent and/or 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 LoansAgent, (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 each Administrative Agent in connection therewithand/or the Collateral Agent). Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no No Lender shall be obligated to provide any Commitments under an Incremental LoansFacility, unless it so agrees. Any Person or Persons Commitments in respect of any Incremental Facilities shall become an Commitments under this Agreement. An Incremental Lender hereunder upon execution Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Administrative Agents and delivery the Borrower, to effect the provisions of this Section (including to provide for voting provisions applicable to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory Additional Lenders comparable to the Administrative Agentprovisions of clause (B) by such Person or Persons, of the Borrower and the Administrative Agent; provided that the second proviso of Section 9.02(b)). The effectiveness of such any Incremental Loan Facility Amendment shall shall, unless otherwise agreed to by the Additional Lenders, be subject to the satisfaction of each (or waiver) on the date thereof (each, an “Incremental Facility Closing Date”) of the express conditions set forth in respect of such Incremental Facility Amendment to be mutually agreed upon by the Additional Lenders and the Borrower customary for transactions of the type in respect of which the applicable Incremental Facility relates. The proceeds of any Loans under an Incremental Facility will be used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including, without limitation, Restricted Payments, Acquisitions and other Investments). This Section 2.20 shall supersede any provisions in Section 2.11, Section 2.18 and Section 9.02 to the contrary. (e) Upon each increase in the Revolving Commitments under any Revolving Credit Facility pursuant to this Section 2.20, each Revolving Lender immediately prior to such increase will automatically 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 without further act be deemed to refer have assigned to each Lender providing a portion of the effective date Incremental Revolving Commitment (each, an “Incremental Revolving Lender”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit under such Revolving Credit Facility such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in such Letters of Credit under such Revolving Credit Facility held by each Revolving Lender (including each such Incremental Revolving Lender), as applicable, will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders under such Revolving Credit Facility. Additionally, if any Revolving Loans are outstanding under a Revolving Credit Facility at the time any Incremental Revolving Commitments are established, the applicable Revolving Lenders immediately after effectiveness of such Incremental Loan Amendment) Revolving Commitments shall purchase and assign at par such other conditions amounts of the Revolving Loans outstanding under such Revolving Credit Facility at such time as the parties Revolving Facility Administrative Agent may require such that each Revolving Lender holds its Applicable Percentage of all Revolving Loans outstanding under such Revolving Credit Facility immediately after giving effect to all such Incremental Loan Amendment shall agreeassignments. The Incremental Loans made Revolving Facility Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected 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 Agreementimmediately preceding sentence.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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) has occurred and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both 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 3.75 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 1.00such 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) the Dollar Equivalent (calculated using the Exchange Rate on the 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 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 a 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, in each Person which 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”) (it being understood and agreed that unless notified by the Borrower (I) 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 above. (b) Each Incremental Term Facility (i) above)if made a part of an existing Class of Term Loans, shall have terms identical to those applicable to such Class of Term Loans or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that (ivA) except such Incremental Term Facility shall rank paripassu or junior in right of payment and/or security with the Term Loans hereunder or be unsecured, and if junior in right of payment and/or security or is unsecured, shall be established as a separate facility than the facility for Incremental the Term Loans requested under clause secured with the Collateral securing the Initial Term Loans, (B) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, (C) if secured, the obligations in respect thereof shall not be secured by Liens on the assets of the Parent and the Restricted Subsidiaries, other than assets constituting Collateral, as applicable, and if established as a separate facility, shall be subject to (x) above if such Term Loans are secured on a paripassu basis with the Obligations, the Senior Representative for such Term Loans shall enter into the Pari Passu Intercreditor Agreement or other customary intercreditor agreement and (y) if such Term Loans are secured on a junior basis to the Obligations, the Senior Representative for such Term Loans shall enter into a Second Lien Intercreditor Agreement or other customary intercreditor agreement, in each case with the Administrative Agent’s and/or Collateral Agent substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (I) any immaterial changes and (II) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are Tranche A pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations), (D) no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to the Initial Term Loans; provided that this clause (D) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Seattle Additional Debt, Seattle Additional Term Notes, Seattle Unrestricted Additional Term Notes and Seattle Incremental Term Loans having a final maturity date that is prior to the Incremental Loan Latest Maturity Date with respect to the Initial Term Loans so long as such final maturity date is at least five years from the date of the such issuance or incurrence, (E) no Incremental Loans of any Series Term Facility shall not be earlier have a Weighted Average Life to Maturity that is shorter 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 Weighted Average Life to Maturity of the then-remaining Initial Term Loans (without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of such Class of Term Loans); provided that this clause (E) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Seattle Additional Debt, Seattle Additional Term Notes, Seattle Unrestricted Additional Term Notes and Seattle Incremental Term Loans shall be greater having Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Tranche B Initial Term Loans (except that Incremental Loans without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans) so long as such debt does not require annual amortization or similar regularly scheduled prepayments in excess of 10% of the original amount of such debt at issuance or incurrence in any year, (F) for purposes of mandatory prepayments, shall be entitled treated no more favorably than the Initial Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date with respect to participateInitial Term Loans, (G) the pricing, interest rate margins, discounts, premiums, rate floors and fees applicable to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided that solely in the event that the Yield for any Incremental Term Loans secured on a paripassu basis with the Initial Term Loans (other than (i) Incremental Term Loans incurred in reliance on clause (y) of the definition of Unrestricted Incremental First Lien Indebtedness (except if the capacity under clause (y) results from prepayments made with the proceeds of indebtedness which is pari passu in right of payment and security with the Term Loans (other than the Revolving Loans)) and (ii) any Additional Term Notes) is higher than the Yield for the Tranche B-2 Term Loans, Tranche B-3 Term Loans and the Euro Tranche Term Loans by more than 50 basis points in the case such applicable Class of Initial Term Loans, then the Applicable Margin for the Tranche B-2 Term Loans, Tranche B-3 Term Loans or Euro Tranche Term Loans, as applicable, shall be increased to the extent necessary so that the Yield for such Classes of Term Loans is equal to the Yield for such Incremental Term Loans minus 50 basis points, and (H) other terms may differ and shall be determined by the Borrower and the lenders providing such Incremental Term Loans; provided, however, the covenants and events of default of such Incremental Term Loans, if not consistent with the terms of the Initial Term Loans, shall not be materially more restrictive to the Borrower (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Initial Term Loans unless (x) the Lenders of the Initial Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Term Loan Maturity Date. (c) Each Incremental Revolving Facility (i) if made a part of an existing tranche of Revolving Commitments shall have terms identical to those applicable to such Class of Revolving Commitments or (ii) if consisting of an additional Class of revolving loans and commitments shall be subject to substantially the same terms as the Initial Revolving Commitments (other than pricing, fees, maturity and other immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Revolving Facility); provided that no Incremental Revolving Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to the Initial Revolving Commitments. (d) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to the Borrower and, in the case of any Incremental Revolving Facility and, to the extent provided such consent would be required for an assignment of such Loans or Commitments pursuant to Section 9.04, the Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent, Holdco, the Borrower, such Additional Lender (in Section 2.09(b)the case of this Agreement and, in mandatory prepaymentsas appropriate, any other Loan Document, as applicable) (and to the extent it directly and adversely affects the rights or duties of the Administrative Agent and/or the Collateral Agent, the Administrative Agent and/or the Collateral Agent, as applicable); provided that in the event an Incremental Facility Amendment is effected without the consent of the Administrative Agent and (v) except as otherwise provided in Section 6.09(a)to which the Administrative Agent is not a party, the Borrower shall within 30 days after the date furnish 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 copy 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.In

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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 in Dollars and, in the amount case of their Term Loans and/or (y) establish any Incremental Revolving Facility, at the option of the Borrower, 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”), or a combination thereof; provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (immediately before and after giving effect to each Incremental Facility Amendment and the “applicable 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 Facility, no Event of Default exists at the time of any such request and upon or immediately after giving effect thereto; provided that to the effectiveness extent the proceeds of any Incremental Loans are being used to finance a Permitted Acquisition or other Permitted Investment, immediately before and after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, no Specified Event of Default exists at the time of such request or immediately after giving effect thereto, (B) the representations and warranties of each Loan Amendment with respect Party set forth in the Loan Documents shall be true and correct in all material respects, in each case on and as of the date of effectiveness (or true and correct in all material respects as of a specified date, if earlier), subject to an customary “SunGard” limitations to the extent the proceeds of any Incremental Loan pursuant Loans are being used to finance a Permitted Acquisition or other Permitted Investment, (ii) (A) subject to the provisos to this Section 2.01(c)(i)(B) sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, the First Lien Indebtedness Net Leverage Ratio (determined computed 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) Pro Forma Basis shall not be greater than 3.75 4.00:1.00 or, to 1.00; the extent the proceeds of such Incremental Facility are being used to finance a Permitted Acquisition or other Permitted Investment, would not be greater than the First Lien Net Leverage Ratio immediately prior to such incurrence, (iiB) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, if such Incremental Facility is secured by a Lien on the Collateral that is junior to the Lien securing the Obligations, the Senior Secured Net Leverage Ratio computed on a Pro Forma Basis shall not be greater than 5.70:1.00 or, to the extent the proceeds of such Incremental Facility are being used to finance a Permitted Acquisition or other Permitted Investment, would not be greater than the Secured Net Leverage Ratio immediately prior consent to such incurrence, and (C) subject to the provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, if such Incremental Facility is unsecured, the Total Net Leverage Ratio computed on a Pro Forma Basis shall not be greater than 5.90:1.00 or, to the extent the proceeds of such Incremental Facility are being used to finance a Permitted Acquisition or other Permitted Investment, would not be greater than the Total Net Leverage Ratio immediately prior to such incurrence (assuming, in each case, 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, Additional Term Notes and Ratio Debt in each case established on or prior to such date are fully drawn other than any Unrestricted Additional Term Note and Incremental Facilities incurred in reliance on the Incremental Base Amount and (II) the proceeds of such Incremental Loans are not included as unrestricted cash and Cash Equivalents in clause (i) of the Administrative Agent definition of “First Lien Net Leverage Ratio”, “Senior Secured Net Leverage Ratio” and “Total Net Leverage Ratio”, as applicable) (such consent not Indebtedness, the “Incremental Ratio Debt”); provided that to the extent the proceeds of such Incremental Loans are to be unreasonably withheld)used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be given pro forma effect; (iii) each tranche of Incremental Loans shall be in an aggregate principal amount provided, further, that is not less than $10,000,000 (or such lesser amount that represents all of the remaining availability under the limits financial incurrence test set forth in clause (iii) above); of this paragraph (iva) except for shall not apply to (1) the incurrence of an aggregate principal amount of Indebtedness under Incremental Loans requested under clause 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 the greater of (x) above that $80,000,000 and (y) 50% of Borrower’s Consolidated EBITDA for the most recently ended four fiscal quarter period for which financial statements are Tranche A available, calculated on a Pro Forma Basis (such amount the “Incremental Base Amount”) (minus (x) the aggregate principal amount of any Unrestricted Additional Term Loans, Notes and (y) the aggregate principal amount of any Second Lien Incremental Facilities and Second Lien Unrestricted Additional Term Notes incurred in reliance on the Incremental Loan Maturity Date of Base Amount (as defined in the Incremental Loans of any Series shall not be earlier than the Tranche B Term Loan Maturity Date Second Lien Credit Agreement)) plus (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 (w2) the amount of such Incremental any voluntary prepayments of any tranche of the Term Loans and voluntary permanent reductions of the Person or Persons to provide such Incremental Revolving Commitments effected after the Closing Date that are not financed with the incurrence of long-term Indebtedness (including purchases of the Loans (and, in the case of Revolving 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 voluntary termination of the commitment fee, if any, payable corresponding Revolving Commitments) by the Borrower in respect Loan Parties at or below par, including, for the avoidance of the commitment to make such Incremental Loansdoubt, 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.to

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 Sixth Restatement Effective Date (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 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) or Section 7.1(f) has occurred 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 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 3.75 to 1.00; payment and security with the Revolving Credit Facility (ii) each Person which the Borrower shall request to make an provided that any 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 the 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 Administrative Agent and the Incremental Lenders) in order to establish the Incremental Revolving Facility or Incremental Term Facility, as applicable, and to reflect any technical changes necessary or appropriate to give effect to such Person Incremental Facility in accordance with its terms as set forth herein. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or Personsother entity which, with the consent of the Borrower and the Administrative AgentAgent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any Incremental Facility shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F hereto, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) The Borrower may utilize availability under the Incremental Facilities in respect of one or more series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Obligations) notes or term loans, in each case, if secured, that will be secured by Liens on the Collateral on an equal priority or junior priority basis (as applicable) with the Liens on Collateral securing the Obligations, and issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate amount not to exceed the amount permitted under Section 2.21(a)(V) (“Incremental Equivalent Debt”); provided that the effectiveness of such Incremental Loan Amendment Equivalent Debt (i) does not mature prior to the Maturity Date, or have a shorter weighted average life to maturity than the weighted average life to maturity of the Revolving Credit Facility or any Incremental Facility outstanding at such time, (ii) has terms and conditions (other than pricing and fees) no more restrictive than those under the Revolving Credit Facility (except for covenants or other provisions applicable only to periods after the Maturity Date of the Facility), (iii) does not require mandatory prepayments to be made except to the extent required to be applied first pro rata to the Revolving Credit Facility and any pari passu secured Incremental Equivalent Debt (provided that any term loans 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 Revolving Credit Facility), (iv) to the extent secured, shall not be secured by any Lien on any asset that does not also secure the existing Revolving Credit Facility, or to the extent guaranteed, shall not be guaranteed by any Person other than the Guarantors and (v) to the extent secured, 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” a First Lien Intercreditor Agreement 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 a Second Lien Intercreditor Agreement, 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 Sixth Restatement Effective Date (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, 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, 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. 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 making of Incremental any New Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) thereto and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(xtransaction consummated in connection therewith (or, in the case of an incurrence of New Loans necessary or advisable (as determined by the Borrower in good faith) plus (B) additional amounts so long as both at for the time consummation of any such request and upon the effectiveness a Limited Condition Acquisition, no Default or Event 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 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 3.75 to 1.00Limited Condition Acquisition)); (ii) each Person which the Borrower shall request be in pro forma compliance with the financial covenantscovenant set forth in Section 7.1 as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to make an Incremental Loan Section 6.1 at the effective time of such commitments; (iii) the proceeds of any New Loans shall be used, at the discretion of the Borrower, for any purpose not prohibited by this Agreement; (iv) the New Loans 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 the Guarantee and Collateral Agreement; (v) in the case of New Loans that are term loans (“New Term Loans”), the maturity date thereof shall not be earlier than the Latest Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Latest Maturing Tranche A Term Loans (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Latest Maturity Date or the weighted average life to maturity of the Latest Maturing Tranche A Term Loans, as applicable); (vi) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior consent to the Revolving Termination Date; (vii) the New Revolving Loans shall share ratably in any mandatory prepayments or utilizations of the existing Revolving Loans; (viii) subject to Section 2.24, commitment reductions shall apply ratably to the Revolving Commitments and any commitments in respect of New Revolving Loans; provided that the Borrower may reduce 100% of the commitments of any revolving facility on a non-pro rata basis with the commitments under any other revolving facility hereunder; provided further that at the request of the Borrower, in lieu of such application on a pro rata basis among all Revolving Commitments, such reduction may be applied to any Revolving Commitments so long as the termination date of such Revolving Commitments precedes the termination date of each other Tranche of Revolving Commitments then outstanding or, in the event more than one Tranche of Revolving Commitments shall have an identical termination date that precedes the termination date of each other Tranche of Revolving Commitments then outstanding, to such Tranches on a pro rata basis; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (such consent not except to be unreasonably withheldthe extent permitted by clauses (iv), (v) and (vi) above and the last sentence of this paragraph and, with respect to the 2018 Delayed Draw Tranche A Term Commitments, except to the extent set forth in the Sixth Amendment); (iiix) such New Loans or New Loan Commitments (other than Supplemental Term Loan Commitments and Revolving Commitment Increases) shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) to the extent reasonably requested by the Administrative Agent, the Borrower shall deliver or cause to be delivered (A) customary legal opinions with respect to the due authorization, execution and delivery by the Borrower and each tranche other Loan Party to be party thereto and the enforceability of Incremental the applicable Joinder Agreement, Increase Supplement or Lender Joinder Agreement, as applicable, the non-conflict of the execution, delivery of and performance of payment obligations under, such documentation with this Agreement and with the organizational documents of the Loan Parties and the effectiveness of the Guarantee and Collateral Agreement to create a valid security interest, and the effectiveness of specified other Security Documents to perfect such security interests, in specified Collateral to secure the Obligations, including the New Loan Commitments and the extensions of credit thereunder and (B) certified copies of the resolutions or other applicable corporate action of each applicable Loan Party approving its entry into such documents and the transactions contemplated thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25, the “spread” with respect to any Term Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Term Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to any New Term Loan, made on or prior to the 24-month anniversary of the Third Amendment Effective Date, with annual amortization of less than 5.0% exceeds the spread then in effect with respect to the Initial Tranche B Term Loans by more than 0.50%, the Applicable Margin relating to the Initial Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the Initial Tranche B Term Loans by more than 0.50%; provided that if such New Term Loans include an interest rate floor greater than the interest rate floor applicable to the Initial Tranche B Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Initial Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial Tranche B Term Loans would cause an aggregate principal amount that is increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not less than $10,000,000 the Applicable Margin) applicable to the Initial Tranche B Term Loans shall be increased by such amount. For the avoidance of doubt, the rate of interest and the amortization schedule (or such lesser amount that represents all if applicable) of any New Loan Commitments shall be determined by the remaining availability under Borrower and the limits applicable New Lenders and shall be set forth in clause the applicable Joinder Agreement. (ic) above); On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (iveach, a “New Lender”) except for Incremental shall become a Lender hereunder with respect to such New Loan Commitment. (d) For purposes of this Agreement, any New Loans requested or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement 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 the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.25. (e) Supplemental Term Loan Commitments and Revolving Commitment Increases shall become commitments under clause this Agreement pursuant to (xxw) above that are in the case of the 2016 Supplemental Tranche A Term Loans, the Incremental Loan Maturity Date Third Amendment, (yx) in the case of the Incremental Loans of any Series shall not be earlier than the 2018 Delayed Draw Tranche B A 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)Commitments, 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 madeSixth Amendment, (y) in the Incremental Loan Maturity Date and case of the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and 2022 Supplemental Tranche A Term Loans, the Ninth Amendment or (z) otherwise, a supplement specifying the Applicable Margin that will apply Term Loan Tranche or Revolving Tranche to such Incremental Loans and (if applicable) the rate of the commitment feebe increased, if any, payable executed by the Borrower and each increasing Lender substantially in respect of the commitment to make such Incremental Loansform attached hereto as Exhibit L-1 (the “Increase Supplement”) or by each New Lender substantially in the form attached hereto as Exhibit L-2 (the “Lender Joinder Agreement”), together with such other information reasonably requested by as the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans case may not be reborrowed. Notwithstanding anything herein to the contrarybe, no Lender which shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery delivered to the Administrative Agent for recording in the Register. Upon effectiveness of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or PersonsLender Joinder Agreement, the Borrower each New Lender shall be a Lender for all intents and purposes of this Agreement 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 term loan made pursuant to the same Incremental such Supplemental Term Loan Amendment Commitment shall be deemed a Term Loan or the commitments made pursuant to such Revolving Commitment Increase shall be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementRevolving Commitments, as applicable.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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) has occurred and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both 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 3.75 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 1.00such 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) the Dollar Equivalent (calculated using the Exchange Rate on the 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 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 a 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, in each Person which 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”) (it being understood and agreed that unless notified by the Borrower (I) 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 above. (b) Each Incremental Term Facility (i) above)if made a part of an existing Class of Term Loans, shall have terms identical to those applicable to such Class of Term Loans or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that (ivA) except such Incremental Term Facility shall rank pari passu or junior in right of payment and/or security with the Term Loans hereunder or be unsecured, and if junior in right of payment and/or security or is unsecured, shall be established as a separate facility than the facility for Incremental the Term Loans requested under clause secured with the Collateral securing the Initial Term Loans, (B) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, (C) if secured, the obligations in respect thereof shall not be secured by Liens on the assets of the Parent and the Restricted Subsidiaries, other than assets constituting Collateral, as applicable, and if established as a separate facility, shall be subject to (x) above if such Term Loans are secured on a pari passu basis with the Obligations, the Senior Representative for such Term Loans shall enter into the Pari Passu Intercreditor Agreement or other customary intercreditor agreement and (y) if such Term Loans are secured on a junior basis to the Obligations, the Senior Representative for such Term Loans shall enter into a Second Lien Intercreditor Agreement or other customary intercreditor agreement, in each case with the Administrative Agent’s and/or Collateral Agent substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (I) any immaterial changes and (II) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are Tranche A pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations), (D) no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to the Initial Term Loans; provided that this clause (D) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Seattle Additional Debt, Seattle Additional Term Notes, Seattle Unrestricted Additional Term Notes and Seattle Incremental Term Loans having a final maturity date that is prior to the Incremental Loan Latest Maturity Date with respect to the Initial Term Loans so long as such final maturity date is at least five years from the date of the such issuance or incurrence, (E) no Incremental Loans of any Series Term Facility shall not be earlier have a Weighted Average Life to Maturity that is shorter 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 Weighted Average Life to Maturity of the then-remaining Initial Term Loans (without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of such Class of Term Loans); provided that this clause (E) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Seattle Additional Debt, Seattle Additional Term Notes, Seattle Unrestricted Additional Term Notes and Seattle Incremental Term Loans shall be greater having Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Tranche B Initial Term Loans (except that Incremental Loans without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans) so long as such debt does not require annual amortization or similar regularly scheduled prepayments in excess of 10% of the original amount of such debt at issuance or incurrence in any year, (F) for purposes of mandatory prepayments, shall be entitled treated no more favorably than the Initial Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date with respect to participateInitial Term Loans, (G) the pricing, interest rate margins, discounts, premiums, rate floors and fees applicable to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided that solely in the event that the Yield for any Incremental Term Loans secured on a pari passu basis with the Initial Term Loans (other than (i) Incremental Term Loans incurred in reliance on clause (y) of the definition of Unrestricted Incremental First Lien Indebtedness (except if the capacity under clause (y) results from prepayments made with the proceeds of indebtedness which is pari passu in right of payment and security with the Term Loans (other than the Revolving Loans)) and (ii) any Additional Term Notes) is higher than the Yield for the Tranche B-2 Term Loans, Tranche B-3 Term Loans and the Euro Tranche Term Loans by more than 50 basis points in the case such applicable Class of Initial Term Loans, then the Applicable Margin for the Tranche B-2 Term Loans, Tranche B-3 Term Loans or Euro Tranche Term Loans, as applicable, shall be increased to the extent necessary so that the Yield for such Classes of Term Loans is equal to the Yield for such Incremental Term Loans minus 50 basis points, and (H) other terms may differ and shall be determined by the Borrower and the lenders providing such Incremental Term Loans; provided, however, the covenants and events of default of such Incremental Term Loans, if not consistent with the terms of the Initial Term Loans, shall not be materially more restrictive to the Borrower (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Initial Term Loans unless (x) the Lenders of the Initial Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Term Loan Maturity Date. (c) Each Incremental Revolving Facility (i) if made a part of an existing tranche of Revolving Commitments shall have terms identical to those applicable to such Class of Revolving Commitments or (ii) if consisting of an additional Class of revolving loans and commitments shall be subject to substantially the same terms as the Initial Revolving Commitments (other than pricing, fees, maturity and other immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Revolving Facility); provided that no Incremental Revolving Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to the Initial Revolving Commitments. (d) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to the Borrower and, in the case of any Incremental Revolving Facility and, to the extent provided such consent would be required for an assignment of such Loans or Commitments pursuant to Section 9.04, the Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent, Holdco, the Borrower, such Additional Lender (in Section 2.09(b)the case of this Agreement and, in mandatory prepaymentsas appropriate, any other Loan Document, as applicable) (and to the extent it directly and adversely affects the rights or duties of the Administrative Agent and/or the Collateral Agent, the Administrative Agent and/or the Collateral Agent, as applicable); provided that in the event an Incremental Facility Amendment is effected without the consent of the Administrative Agent and (v) except as otherwise provided in Section 6.09(a)to which the Administrative Agent is not a party, the Borrower shall within 30 days after the date furnish 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 copy 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.suc

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both no Event of Default at the time of 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 the provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, the Total Secured Net Leverage Ratio computed on a 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 date 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 date are (x) fully drawn and (y) 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 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) 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 designate any such request Indebtedness as Unrestricted Incremental First Lien Indebtedness on or prior to the date of such incurrence by notice to the applicable Administrative Agent and upon (II) the effectiveness 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) (I) in the event that the Yield for any Incremental Loan Amendment 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 112 that is not less than $25,000,000, provided that such amount may be less than $25,000,000 and need not be in an integral multiple of $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (b) Each Incremental Term Facility (i) if made a part of the existing tranche of Initial Term Loans, shall have terms identical to those applicable to such Initial Term Loans or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that (A) such Incremental Term Facility shall rank pari passu in right of payment in respect of the Collateral with the Initial Term Loans, (B) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, (C) no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to Term Loans, (D) no Incremental Term Facility shall have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Initial Term Loans (without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Initial Term Loans), (E) for purposes of prepayments, shall be treated no more favorably than the Initial Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date with respect to Term Loans, and (F) the covenants, events of default and guarantees (other than maturity fees, discounts, interest rate, redemption terms and redemption premiums) of such Incremental Term Loans, if not consistent with the terms of the Term Loans, shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply only after the Term Loan Maturity Date. (c) Each Incremental Revolving Facility (i) if made a part of the existing tranche of Initial Revolving Commitments shall have terms identical to those applicable to such Class of Initial Revolving Commitments or (ii) if consisting of an additional tranche of revolving loans and commitments shall be subject to substantially the same terms as the Initial Revolving Commitments (other than pricing, fees, maturity and other immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Loan Revolving Facility); provided that no Incremental Revolving Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to Revolving Commitments. (d) Each notice from the Borrower pursuant to this Section 2.01(c)(i)(B) shall set forth the First Lien Indebtedness Ratio (determined on a pro forma basis as requested amount and proposed terms of the relevant determination date as if Incremental Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to the Borrower and, in the case of any Incremental Revolving Facility and, to the extent such Incremental consent would be required for an assignment of such Loans or Commitments pursuant to this Section 2.01(c)(i)(B) had been outstanding on 9.04, the most recent period of four consecutive fiscal quarters) shall not be greater than 3.75 to 1.00; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject to the prior consent of the Administrative Agent Issuing Bank (such consent not to be unreasonably withheld); , delayed or conditioned) (iiiany such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) each tranche of and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “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 (iFacility Amendment”) above); (iv) except for Incremental Loans requested under clause (x) above that are Tranche A Term Loansto this Agreement and, as appropriate, the Incremental other Loan Maturity Date Documents, executed by the Borrower, such Additional Lender (in the case of the Incremental Loans of this Agreement and, as appropriate, any Series shall not be earlier than the Tranche B Term other Loan Maturity Date Document, as applicable) and (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), it directly adversely amends or modifies the Borrower shall within 30 days after the date a Person becomes a TV/Radio Subsidiary cause rights or duties of any Administrative Agent and/or 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 LoansAgent, (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 each Administrative Agent in connection therewithand/or the Collateral Agent). Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no No Lender shall be obligated to provide any Commitments under an Incremental LoansFacility, unless it so agrees. Any Person or Persons Commitments in respect of any Incremental Facilities shall become an Commitments under this Agreement. An Incremental Lender hereunder upon execution Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Administrative Agents and delivery the Borrower, to effect the provisions of this Section (including to provide for voting provisions applicable to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory Additional Lenders comparable to the Administrative Agentprovisions of clause (B) by such Person or Persons, of the Borrower and the Administrative Agent; provided that the second proviso of Section 9.02(b)). The effectiveness of such any Incremental Loan Facility Amendment shall shall, unless otherwise agreed to by the Additional Lenders, be subject to the satisfaction of each (or waiver) on the date thereof (each, an “Incremental Facility Closing Date”) of the express conditions set forth in respect of such Incremental Facility Amendment to be mutually agreed upon by the Additional Lenders and the Borrower customary for transactions of the type in respect of which the applicable Incremental Facility relates. The proceeds of any Loans under an Incremental Facility will be used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including, without limitation, Restricted Payments, Acquisitions and other Investments). This Section 2.20 shall supersede any provisions in Section 2.11, Section 2.18 and Section 9.02 to the contrary. (e) Upon each increase in the Revolving Commitments under any Revolving Credit Facility pursuant to this Section 2.20, each Revolving Lender immediately prior to such increase will automatically 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 without further act be deemed to refer have assigned to each Lender providing a portion of the effective date Incremental Revolving Commitment (each, an “Incremental Revolving Lender”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit under such Revolving Credit Facility such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in such Letters of Credit under such Revolving Credit Facility held by each Revolving Lender (including each such Incremental Revolving Lender), as applicable, will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders under such Revolving Credit Facility. Additionally, if any Revolving Loans are outstanding under a Revolving Credit Facility at the time any Incremental Revolving Commitments are established, the applicable Revolving Lenders immediately after effectiveness of such Incremental Loan Amendment) Revolving Commitments shall purchase and assign at par such other conditions amounts of the Revolving Loans outstanding under such Revolving Credit Facility at such time as the parties Revolving Facility Administrative Agent may require such that each Revolving Lender holds its Applicable Percentage of all Revolving Loans outstanding under such Revolving Credit Facility immediately after giving effect to all such Incremental Loan Amendment shall agreeassignments. The Incremental Loans made Revolving Facility Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected 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 Agreementimmediately preceding sentence.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)terms and conditions set forth herein, the Borrower may by written no less than three (3) Business Days’ prior notice to the Administrative Agent (or such lesser number of days as provided belowmay be 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 the Borrower, in Dollars and/or (y) establish Euros and consisting of one or more additional tranches of term loans hereunder (collectivelyeach, the an “Incremental LoansTerm Facility”) or one or more additional tranches of revolving loans (each, an “Incremental Revolving Facility”); , 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 Default or Event of Incremental Loans shall not exceed Default has occurred and is continuing or would result therefrom, (Aii) $400,000,000 (subject to 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 provisos to this Section 2.01(c)(i)(B) sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, the First Lien Indebtedness Leverage Ratio (determined without giving effect to any proceeds of the Incremental Facility for purposes of calculating the First Lien Leverage Ratio and assuming the amount of such Incremental Revolving Facility (if any) is fully drawn) computed 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) Pro Forma Basis shall not be greater than 3.75 4.25 to 1.00; 1.00 as of the Applicable Date of Determination, provided that (1) for purposes of this Section 2.20, the addition of any Incremental Revolving Facility shall be deemed to be the incurrence of Indebtedness in an amount equal to the aggregate principal amount of the Incremental Revolving Commitments in respect of such Incremental Revolving Facility and (2) 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 after the Closing Date not to exceed an amount the Dollar Equivalent (calculated using the Exchange Rate in effect as of the date of effectiveness of such Incremental Facility Amendment and Incremental Facility) of which equals $150,000,000 (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 Administrative Agent and (II) the Borrower may redesignate any such consent not Indebtedness originally designated as Unrestricted Incremental First-Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to be unreasonably withheldincur 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); ), (iii) each tranche in the event that the Yield for any Incremental Facility (other than Unrestricted Incremental First-Lien Indebtedness) incurred during such period is higher than the Yield for the Initial Tranche B Term Loans by more than 50 basis points, then the Applicable Margin for the Initial Tranche B Term Loans and Initial Tranche B-1 Term Loans shall be increased to the extent necessary so that the Yield for such Initial Tranche B Term Loans and Initial Tranche B-1 Term Loans is equal to the Yield for such Incremental Facility minus 50 basis points or minus 112.5 basis points in the case of the Initial Tranche B-1 Term Loans and (iv) after giving effect to such Incremental Facility (and the application of proceeds thereof) on a Pro Forma Basis, the Borrower is in compliance with the covenant set forth in Section 6.12 as of the Applicable Date of Determination. Each Incremental Facility shall be in an integral multiple of $1,000,000 (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 above. Any Lenders participating in clause an Incremental Revolving Facility, unless then a Revolving Lender, shall be reasonably acceptable to the Swingline Lender and the Issuing Bank, in each case under such Incremental Revolving Facility. (b) Each Incremental Facility (i) above); shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments and the Term Loans made available to the Borrower, (ivii) except for Incremental Loans requested under clause (x) above that are purposes of prepayments, shall be treated no more favorably than the Initial Tranche A B Term Loans, in the case of an Incremental Loan Term Facility, or the Initial Revolving Loans, in the case of an Incremental Revolving Facility, in each case except as otherwise approved by the Administrative Agent or those that only apply after the then existing Latest Maturity Date Date, and (iii) other than amortization, pricing or maturity date, shall have the same terms as the Initial Tranche B Term Loans, in the case of an Incremental Term Facility, or the Revolving Loans, in the case of an Incremental Loans of any Series Revolving Facility, provided that (A) no Incremental Term Facility shall not be have a final maturity date earlier than the Tranche B Term Loan Maturity Date (except that with respect to 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 Initial Tranche B Term Loans, (B) no Incremental Revolving Facility shall have a final maturity date earlier than the Revolving Maturity Date with respect to the Initial Revolving Loans and (except C) no Incremental Term Facility shall have a weighted average life that is shorter than the weighted average life of the then-remaining Initial Tranche B Term Loans. (c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under an Incremental Facility shall be entitled reasonably satisfactory to participatethe Borrower and, in the case of any Incremental Revolving Facility, the Administrative Agent (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdco, the Borrower, such Additional Lender (in the case of this Agreement and, as appropriate, any other Loan Document, as applicable) and (to the extent provided in Section 2.09(b), in mandatory prepayments); and (v) except as otherwise provided in Section 6.09(a), it affects the Borrower shall within 30 days after rights or increases 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 obligations 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 therewithand/or the Collateral Agent, the Administrative Agent and/or the Collateral Agent). Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no No Lender shall be obligated to provide any Commitments under an Incremental LoansFacility, unless it so agrees. Any Person or Persons Commitments in respect of any Incremental Facilities shall become an Commitments under this Agreement. An Incremental Lender hereunder upon execution and delivery Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the Administrative Agent reasonable opinion of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) by such Person or Persons, of the Borrower and the Administrative Agent; provided that the second proviso of Section 9.02(b)). The effectiveness of such any Incremental Loan Facility Amendment shall shall, unless otherwise agreed to by the Additional Lenders, be subject to the satisfaction of each on the date thereof (each, an “Incremental Facility Closing Date”) of the conditions condition set forth in this Section and Sections 5.02 and 5.03 4.02(b) (it being understood that all references to “the date of such BorrowingCredit Event” or similar language in Section 5.02 4.02 shall be deemed to refer to the effective date Incremental Facility Closing Date) as well as all other conditions in respect of such Incremental Loan Amendment) Facility Amendment to be mutually agreed upon by the Additional Lenders and such other conditions as the parties to such Borrower customary for transactions of the type in respect of which the applicable Incremental Loan Amendment shall agreeFacility relates. The proceeds of any Loans under an Incremental Loans made pursuant to the same Incremental Loan Amendment shall Facility will be deemed to be a separate series used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (each a “Series”) of Incremental Loans for all purposes of this Agreementincluding, without limitation, Restricted Payments and Acquisitions).

Incremental Loans. (a) The Borrower may at any time or from time to time after the Sixth Restatement Effective Date (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, 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, 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 Facilities 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 $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) 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. 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 notice is delivered to the Administrative Agent (or more additional tranches such shorter period as agreed to by the Administrative Agent in its reasonable discretion); provided that any Lender offered or 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 Event of Default shall exist on such Increased Amount Date immediately after giving effect to such New Loan Commitments and the aggregate amount making of Incremental any New Loans shall not exceed (A) $400,000,000 (the “Incremental Starter Amount”) less any Permitted Additional Indebtedness incurred pursuant to Section 7.01(m) thereto and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(xtransaction consummated in connection therewith (or, in the case of an incurrence of New Loans necessary or advisable (as determined by the Borrower in good faith) plus (B) additional amounts so long as both at for the time consummation of any such request and upon the effectiveness a Limited Condition Transaction, no Event 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 Default exists 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 3.75 to 1.00Limited Condition Transaction Test Date; (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)[reserved]; (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 Latest Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Latest Maturing Term Loans (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Latest Maturity Date or the weighted average life to maturity of the Latest Maturing Term Loans, as applicable); (vi) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (vii) [reserved]; (viii) [reserved]; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (iv), (v) and (vi) above and the last two sentences of this paragraph); (x) such New Loans or New Loan Commitments (other than Supplemental Term Loan Commitments and Revolving Commitment Increases) shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; and (xi) to the extent reasonably requested by the Administrative Agent, the Borrower shall deliver or cause to be delivered (A) customary legal opinions with respect to the due authorization, execution and delivery by the Borrower and each other Loan Party to be party thereto and the enforceability of the applicable Joinder Agreement, Increase Supplement or Lender Joinder Agreement, as applicable, the non-conflict of the execution, delivery of and performance of payment obligations under, such documentation with this Agreement and with the organizational documents of the Loan Parties and the effectiveness of the Guarantee and Collateral Agreement to create a valid security interest, and the effectiveness of specified other Security Documents to perfect such security interests, in specified Collateral to secure the Obligations, including the New Loan Commitments and the extensions of credit thereunder and (B) certified copies of the resolutions or other applicable corporate action of each applicable Loan Party approving its entry into such documents and the transactions contemplated thereby. Notwithstanding anything to the contrary, in the case of any New Tranche B Term Loan, (i) subject to customary exceptions to be agreed, the interest rate with respect to any New 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 not be greater than the Average Life interest rate with respect to Maturity of the any then outstanding Tranche B Term Loans (except if any) plus 0.50% per annum unless the interest rate applicable to all such outstanding Tranche B Term Loans is increased so that Incremental Loans shall be entitled to participate, the interest rate applicable to the extent provided New Tranche B Term Loan does not exceed the interest rate applicable to any such outstanding Tranche B Term Loans by more than 0.50% per annum; (ii) any New Tranche B Term Loan may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (iii) the Lenders holding any New Tranche B Term Loan shall not have any voting rights with respect to amendments of the financial covenants contained in Section 2.09(b7.1, (iv) in the case of any Event of Default under Section 7.1 (a “Financial Covenant Event of Default”), in mandatory prepayments); such default shall not constitute a default with respect to any Tranche B Term Loans unless and until the Existing Term Loans have been declared due and payable and the Revolving Commitments have been terminated by the Required Lenders pursuant to Section 8.1 and such acceleration or termination has not been rescinded, (v) except any such Tranche B Term Loans may be subject to an excess cash flow mandatory prepayment based on a percentage (with step-downs in such percentage) of excess cash flow to be specified in the applicable Joinder Agreement (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis), (vi) (x) the New Tranche B Term Loans may include customary terms for tranche B term loan facilities that are reasonably satisfactory to the Borrower and the Administrative Agent and (y) the representations and warranties, covenants and events of default with respect to the New Tranche B Term Loans may be different from the terms set forth in this Agreement as otherwise provided of the date of the incurrence of such New Tranche B Term Loans; provided, that, such representations and warranties, covenants and events of default shall not be more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such New Tranche B Term Loans unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the Latest Maturity Date then applicable to any Existing Term Loans) and (vii) subject to the exceptions contained in Section 6.09(a)10.6, assignments of New Tranche B Term Loans shall not be less than $1,000,000. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall within 30 days after be set forth in the date applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment becomes effective, subject to the foregoing terms and conditions, each lender with a Person becomes New Loan Commitment (each, a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied “New Lender”) shall become a Lender hereunder with respect to such TV/Radio SubsidiaryNew Loan Commitment. (d) For purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Such notice shall specify (w) Each Joinder Agreement may, without the amount consent of any other Lenders, effect such Incremental Loans amendments to this Agreement and the Person other Loan Documents as may be necessary or Persons to provide such Incremental Loansappropriate, (x) in 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 opinion 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 , to effect the provisions of this Section 2.25. (e) Supplemental Term Loan Commitments and Revolving Commitment Increases shall become commitments under this Agreement pursuant to a supplement specifying the Tranche of Term Loans or Revolving Commitments, as applicable, to be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit L-1 (the “Increase Supplement”) or by each New Lender substantially in the form attached hereto as Exhibit L-2 (the “Lender Joinder Agreement”), as the case may be, which shall be delivered to the Administrative Agent for recording in the Register. Upon effectiveness of such Incremental Loan Amendment the Lender Joinder Agreement, each New Lender shall be subject to a Lender for all intents and purposes of this Agreement and 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 term loan made pursuant to the same Incremental such Supplemental Term Loan Amendment Commitment shall be deemed a Term Loan or the commitments made pursuant to such Revolving Commitment Increase shall be a separate series (each a “Series”) of Incremental Loans for all purposes of this AgreementRevolving Commitments, as applicable.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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) and any Guarantees incurred pursuant to Section 7.01(e)(ii)(A)(x) plus (B) additional amounts so long as both Credit Facility at the time of issuance or incurrence shall not exceed the Maximum Additional Debt Amount at such time, and (iii) with respect to any secured Incremental Credit Facility (other than any Incremental Credit Facility (x) ranking junior in right of payment or with respect to security with the #91301181v32 Obligations (including as a result of being “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 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 request Incremental Term Facility having an outside maturity date on or after the first anniversary of the Latest Maturity Date with respect to the Term Loans in effect at the time such Incremental 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 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 upon the effectiveness Yield of such fixed-rate Indebtedness on a floating rate basis shall be reasonably determined in a customary manner by the Administrative Agent based on customary financial methodology in 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 a customary manner based on customary financial methodology by a financial institution reasonably acceptable to the Administrative Agent and the Borrower). (b) Each Incremental Term Facility (i) if made a part of any existing tranche of Term Loans, shall have terms identical to those applicable to such Term Loans (other than with respect to fees and original issue discount payable at closing of such Incremental Term Facility) or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that in the case of this clause (ii), (A) such Incremental Term Facility shall rank pari passu or junior in right of payment and in respect of the Collateral with the Initial Term Loans, (B) no Person is the borrower or a guarantor with respect to such Incremental Term Facility unless such Person is a Loan Amendment Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, and, if secured, shall only be secured by Collateral, (C) no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to the Term Loans, and 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 Term Facility ranking junior in respect of the relevant determination date as if Collateral with the Initial Term Loans or that is unsecured, no such Incremental Loans pursuant Term Facility shall mature on or prior to the date that is ninety-one (91) days after the then existing Latest Maturity Date with respect to the Term Loans; provided that restrictions in this Section 2.01(c)(i)(B) had been outstanding on the most recent period of four consecutive fiscal quartersclause (C) shall not be greater than 3.75 to 1.00; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject apply to the prior consent of extent such Incremental Term Facility constitutes (1) a customary bridge facility, so long as the Administrative Agent (long-term debt into which such consent not customary bridge facility is to be unreasonably withheld); converted or exchanged satisfies the requirements of this clause (iiiC) each tranche of and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (2) Subject Indebtedness incurred in reliance on the Maturity Limitation Excluded Amount, (D) no Incremental Loans Term Facility shall be in an aggregate principal amount have a Weighted Average Life to Maturity 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 shorter 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 Weighted Average Life to Maturity of the then-remaining Initial Term Loans (without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Initial Term Loans), and with respect to an Incremental Term Facility that ranks junior in respect of the Collateral with the Initial Term Loans or that is unsecured, no such Incremental Term Facility shall be greater have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the Tranche B then-remaining Initial Term Loans Loans, plus ninety-one (except 91) days; provided that Incremental Loans restrictions in this clause (D) shall be entitled to participate, not apply to the extent provided such Incremental Term Facility constitutes (1) a customary bridge facility, so long as the long-term debt into which such customary bridge facility is to be converted or exchanged satisfies the requirements of clause (C) above and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (2) #91301181v32 Subject Indebtedness incurred in Section 2.09(breliance on the Maturity Limitation Excluded Amount, (E) for purposes of mandatory prepayments (not, for the avoidance of doubt, voluntary prepayments), such Incremental Term Facility shall be treated no more favorably than the Initial Term Loans except those that only apply after the then existing Latest Maturity Date with respect to Term Loans, unless the Borrower and the lenders in mandatory prepayments); and respect of such Incremental Term Facility elect lesser payments, (vF) except as otherwise provided pursuant to this Section 2.20, any Incremental Term Facility shall be on terms and pursuant to documentation to be determined by the Borrower and the lenders providing any such Incremental Term Facility; provided that the covenants and events of default applicable to such indebtedness, taken as a whole, shall either, at the option of the Borrower, (A) reflect market terms and conditions at the time of incurrence or effectiveness (as determined by the Borrower in good faith) or (B) be no more favorable in any material respect to the lenders providing such indebtedness than those of the Loan Documents (as reasonably determined by the Borrower and the Administrative Agent) (except for covenants or other provisions applicable only to the periods after the Latest Maturity Date at the time such Incremental Term Facility is incurred), unless such covenants and events of default are also added for the benefit of the Lenders under the Loan Documents, and (G) if an Incremental Credit Facility ranks junior in right of security or payment priority to the other Term Loans or is unsecured, such Incremental Credit Facility will be established as a separate facility from the then existing Term Loans and, if secured, shall be subject to the Second Lien Intercreditor Agreement. (c) Each Incremental Revolving Facility (i) if made a part of an existing tranche of Revolving Commitments shall have terms identical to those applicable to such Class of Revolving Commitments (other than with respect to fees and original issue discount payable at closing of such Incremental Revolving Facility) or (ii) if consisting of an additional tranche of revolving loans and commitments shall be subject to substantially the same terms as the Initial Revolving Commitments (other than pricing, fees, maturity and other immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Revolving Facility); provided that (A) no Incremental Revolving Facility shall have a final maturity date earlier than, or require scheduled amortization or mandatory commitment reduction prior to, the then existing Latest Maturity Date with respect to the Revolving Commitments; provided that restrictions in this clause (A) shall not apply to the extent such Incremental Revolving Facility constitutes Subject Indebtedness incurred in reliance on the Maturity Limitation Excluded Amount, (B) the covenants, events of default and guarantees (other than maturity fees, discounts, interest rate, redemption terms and redemption premiums) of such Incremental Revolving Facility, if not consistent with the terms of the Initial Revolving Facility, shall be no more favorable (as reasonably determined by the Borrower and the Administrative Agent) to the Lenders providing such Incremental Revolving Facility than the terms of the Initial Revolving Facility are to the Lenders, (C) the Incremental Revolving Facility shall not have the benefit of any financial maintenance covenant more restrictive than the covenant set forth in Section 6.09(a), 6.11 unless (x) the Initial Revolving Facility has the benefit of such financial maintenance covenant on the same terms or (y) such financial maintenance covenant only applies after the Latest Maturity Date with respect to the Initial Revolving Facility in effect as of the time such Incremental Revolving Facility is incurred and (D) no Person shall be the Borrower shall within 30 days after the date or a Person becomes a TV/Radio Subsidiary cause the Collateral and Guarantee Requirement to be satisfied guarantor with respect to such TV/Radio SubsidiaryIncremental Revolving Facility unless such Person is a Loan Party that has previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, and, if secured, shall only be secured by Collateral. (d) Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental Credit Facility. Such notice Any additional bank, financial institution, existing Lender or other Person that elects to provide commitments under an Incremental Credit Facility shall specify (w) be reasonably satisfactory to the amount Borrower and, in the case of any Incremental Revolving Facility and, to the extent such consent would be required for an assignment of such Incremental Loans and the Person or Persons Commitments pursuant to provide such Incremental LoansSection 9.04, (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 #91301181v32 the Administrative Agent and the Issuing Banks (such consents not to be unreasonably withheld, delayed or conditioned) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender and such Incremental Credit Facility is documented under this Agreement, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Credit Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Holding Companies, the Borrower, such Additional Lender (in connection therewiththe case of this Agreement and, as appropriate, any other Loan Document, as applicable) and the Administrative Agent and/or the Collateral Agent. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no No Lender shall be obligated to provide any Commitments under an Incremental LoansCredit Facility unless it so agrees. Any Person or Persons Commitments in respect of any Incremental Credit Facilities which are documented under this Agreement shall become an Commitments under this Agreement. An Incremental Lender hereunder upon execution and delivery Credit Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of an Incremental Loan Amendment this Section 2.20 (in form reasonable satisfactory including to provide for voting provisions applicable to the Administrative AgentAdditional Lenders comparable to the provisions of clause (B) by of the second proviso of Section 9.02(b) and to change the amortization schedule (but not decreasing the amortization payments required to be made to any Lender) or extending the call protection or other terms of existing Term Loans in a manner required to make the Incremental Term Loans fungible with such Person or Persons, the Borrower and the Administrative Agent; provided that the Term Loans). The effectiveness of such any Incremental Loan Credit Facility Amendment shall shall, unless otherwise agreed to by the Additional Lenders, be subject to the satisfaction of each (or waiver) on the date thereof (each, an “Incremental Facility Closing Date”) of the express conditions set forth in respect of such Incremental Credit Facility Amendment to be mutually agreed upon by the Additional Lenders and the Borrower customary for transactions of the type in respect of which the applicable Incremental Credit Facility relates. The proceeds of any Loans under an Incremental Credit Facility will be used, directly or indirectly, for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including Restricted Payments, Acquisitions and other Investments). This Section 2.20 shall supersede any provisions in Section 2.11, Section 2.18 and Section 9.02 to the contrary. (e) Upon each increase in the Revolving Commitments under any Revolving Credit Facility pursuant to this Section 2.20, each Revolving Lender immediately prior to such increase will automatically 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 without further act be deemed to refer have assigned to each Lender providing a portion of the effective date Incremental Revolving Commitments (each, an “Incremental Revolving Lender”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit under such Revolving Credit Facility such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in such Letters of Credit under such Revolving Credit Facility held by each Revolving Lender (including each such Incremental Revolving Lender), as applicable, will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders under such Revolving Credit Facility. Additionally, if any Revolving Loans are outstanding under a Revolving Credit Facility at the time any Incremental Revolving Commitments are established, the applicable Revolving Lenders immediately after effectiveness of such Incremental Loan Amendment) Revolving Commitments shall purchase and assign at par such other conditions amounts of the Revolving Loans outstanding under such Revolving Credit Facility at such time as the parties to Administrative Agent may require such Incremental Loan Amendment shall agree. The Incremental that each Revolving Lender holds its Applicable Percentage of all Revolving 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.outstan

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 Sixth Restatement Effective Date (after having given effect Borrower may request pursuant to the Borrowing procedure set forth in Section 2.16, the addition of the an Incremental Tranche B-1 Term Loans thereon)Facility consisting of ------------ either a new tranche of revolving loans (each, by written notice to the Administrative Agent as provided below, request one 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) 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 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 3.75 to 1.00; (ii) each Person which the Borrower shall request 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 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 Section 5.03. ------------ (ii) So long as (x) the Borrower shall have given the Administrative Agent no less than five Business Days' prior notice of the effectiveness thereof and (y) any financial institution not theretofore a Bank which is providing an Incremental Revolving Commitment and/or an Incremental Term Commitment shall have become a Bank under this Section and Sections 5.02 and 5.03 (it Agreement pursuant to an Incremental Loan Amendment, the Incremental Revolving Commitment and/or Incremental Term Commitment being understood that all references to “date of such Borrowing” or similar language in Section 5.02 requested by the Borrower shall be deemed to refer to become effective under this Agreement upon the effective date effectiveness of such Incremental Loan Amendment) and . Upon such other conditions as effectiveness, Schedule 2.01 shall be deemed ------------- amended to reflect such Commitments. In the parties to event that an Incremental Facility shall have become effective, the Bank or Banks providing such Incremental Loan Amendment shall agree. The Revolving Commitments or Incremental Loans made pursuant to the same Incremental Loan Amendment Term Commitments shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, (A) with respect to Incremental Term Commitments, to make an Incremental Term Loan in the amount of the Incremental Term Commitment of such Bank on the effective date of the applicable Increment Loan Amendment and (B) with respect to Incremental Revolving Commitments, to make from time to time during the period from the date of the effectiveness of the applicable Incremental Loan Amendment through the Maturity Date, one or more Incremental Revolving Loans to the Borrower pursuant to the provisions of Section 2.03 in an aggregate principal amount not ------------ exceeding at any time the Incremental Revolving Commitment of such Bank at such time.

Incremental Loans. The Borrower may at (a) At any time or and from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Latest Maturity Date, subject to the Incremental Tranche B-1 Term Loans thereon)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 in Dollars and, in the amount case of their Term Loans and/or (y) establish any Incremental Revolving Facility, at the option of the Borrower, 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”), or a combination thereof; provided that (i) the aggregate amount of Incremental Loans shall not exceed (A) $400,000,000 (immediately before and after giving effect to each Incremental Facility Amendment and the “applicable 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 Facility, no Event of Default exists at the time of any such request and upon or immediately after giving effect thereto; provided that to the effectiveness extent the proceeds of any Incremental Loans are being used to finance a Permitted Acquisition or other Permitted Investment, immediately before and after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, no Specified Event of Default exists at the time of such request or immediately after giving effect thereto, (B) the representations and warranties of each Loan Amendment with respect Party set forth in the Loan Documents shall be true and correct in all material respects, in each case on and as of the date of effectiveness (or true and correct in all material respects as of a specified date, if earlier), subject to an customary “SunGard” limitations to the extent the proceeds of any Incremental Loan pursuant Loans are being used to finance a Permitted Acquisition or other Permitted Investment, (ii) (A) subject to the provisos to this Section 2.01(c)(i)(B) sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations, the First Lien Indebtedness Net Leverage Ratio (determined computed 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) Pro Forma Basis shall not be greater than 3.75 to 1.00; (ii) each Person which the Borrower shall request to make an Incremental Loan shall be subject 4.00:1.00 or, to the prior consent of extent 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 proceeds of such Incremental Loans may be accelerated pursuant Facility are being used to Section 2.08(b))finance a Permitted Acquisition or other Permitted Investment, and the Average Life to Maturity of the Incremental Loans shall would not 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 First Lien Net Leverage Ratio immediately prior 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 Loansincurrence, (xB) 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 provisos to this sentence, immediately after giving effect to each of Incremental Facility Amendment and the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood applicable Incremental Facility, if such Incremental Facility is secured by a Lien on the Collateral that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer is junior to the effective date of such Incremental Loan Amendment) and such other conditions as Lien securing the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to Obligations, 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.Senior Secured Net Leverage Ratio

Incremental Loans. The Borrower may (a) So long as no Default has occurred and is continuing, at any time or from time to time after the Sixth Restatement Effective Date (after having given effect prior to the Borrowing of Maturity Date, the Incremental Tranche B-1 Term Loans thereon)Borrower may request, by written notice to through the Administrative Agent as provided belowand upon the Administrative Agent’s consent, request one or more Lenders (including Persons who shall become Incremental Lenders pursuant to this the procedure set forth in, and in accordance with the terms of, Section 2.01(c)2.20, the addition of an Incremental Facility consisting of either an increase to the existing revolving facility (each, an “Incremental Revolving Loan”) or an increase to (x) provide additional Term Loans the existing term loan 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 LoansTerm Loan”); provided provided, however, that the Borrower may not make a request for an Incremental Facility if after giving effect thereto the sum of all then outstanding Incremental Revolving Loans, unused Incremental Revolving Commitments, outstanding Incremental Term Loans and unused Incremental Term Commitments would exceed $500,000,000. Each Incremental Facility shall: (i) the aggregate be in an amount of Incremental Loans shall not exceed less than $50,000,000; (Aii) $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 the Incremental Revolving Commitment or Incremental Term Commitment relating thereto as provided in Section 2.06(b), be deemed to be a Revolving Loan Amendment or an Aggregate Term Loan, as applicable, and part of the Obligations for all purposes under this Agreement, including for purposes of the sharing of Collateral and guarantees under the Guarantee and Collateral Agreement, all on a pari passu basis with all other Obligations; (iii) 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 Term Loans, have such pricing or other terms as may be agreed by the Borrower and the Lenders providing such Incremental Term Loans pursuant to this Section 2.01(c)(i)(B2.06 and 2.20; and (iv) had been outstanding on otherwise have all of the most recent period same terms and conditions as the Revolving Loans that are not Incremental Revolving Loans (if such Incremental Loans are Incremental Revolving Loans), or, except as specifically provided in this clause (iv) and clause (iii) above or in Section 2.04, otherwise have all of four consecutive fiscal quartersthe same terms and conditions as the Term Loans (if such Incremental Loans are Term Loans); provided that notwithstanding anything to the contrary contained herein, (A) Incremental Term Loans shall not have a maturity date prior to the Maturity Date and (B) the amortization of the Incremental Term Loans shall not be greater more accelerated than 3.75 as provided pursuant to 1.00; Section 2.04 without the consent of all of the Lenders. In addition, unless otherwise specifically provided in this Agreement, all references in the other Loan Documents to (i) Term Loans shall be deemed to include references to Incremental Term Loans made pursuant to this Agreement where applicable and appropriate, and (ii) each Person which the Borrower Revolving Loans shall request be deemed to include references to Incremental Revolving Loans made pursuant to this Agreement. No Lender 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)2.20(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 Commitments under this Agreement pursuant to (x) an amendment (each, an “Incremental Loan Amendment”) to this Agreement executed by the contraryBorrower, each Lender or other approved financial institution agreeing to provide such Commitment (and no other Lender 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 Agent) by execute such Person or Personsamendment), the Borrower and the Administrative Agent; provided that , and (y) any amendments to the other Loan Documents (executed by the relevant Loan 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 receipt by the Administrative Agent of a certificate of the Borrower executed by an authorized officer of the Borrower certifying that immediately prior to and after giving effect to the incurrence of the Indebtedness then to be incurred under such Incremental Facility (A) each of the conditions representations and warranties made by the Loan Parties in or pursuant to the Loan Documents shall be true and correct in all material respects, (B) the Borrower is in compliance with each of the financial covenants contained in Section 6.01 and set forth in this Section a Compliance Certificate delivered to the Administrative Agent, based on financial projections of the Borrower and Sections 5.02 its Subsidiaries attached to such certificate which have been prepared on a pro-forma basis giving effect to any Borrowing made hereunder on such date and 5.03 the consummation of any related transaction and (it being understood that all references to “date C) no Default shall have occurred and be continuing or be caused by the incurrence of such Borrowing” or similar language in Section 5.02 Indebtedness. (b) So long as (x) the Borrower shall be deemed have given the Administrative Agent no less than five Business Days’ prior notice of the effectiveness thereof and (y) any financial institution not theretofore a Lender which is providing an Incremental Revolving Commitment and/or an Incremental Term Commitment shall have become a Lender under this Agreement pursuant to refer to an Incremental Loan Amendment, the Incremental Revolving Commitment and/or Incremental Term Commitment being requested by the Borrower shall become effective date under this Agreement upon the effectiveness of such Incremental Loan Amendment) and . Upon such other conditions as effectiveness, Schedule 2.01 shall be deemed amended to reflect such Commitments. In the parties to event that an Incremental Facility shall have become effective, the Lender or Lenders providing such Incremental Loan Amendment shall agree. The Revolving Commitments or Incremental Loans made pursuant to the same Incremental Loan Amendment Term Commitments shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, (A) with respect to Incremental Term Commitments, to make an Incremental Term Loan in the amount of the Incremental Term Commitment of such Lender on the effective date of the applicable Incremental Loan Amendment and (B) with respect to Incremental Revolving Commitments, to make from time to time during the period from the date of the effectiveness of the applicable Incremental Loan Amendment through the Maturity Date, one or more Incremental Revolving Loans to the Borrower pursuant to the provisions of Section 2.02 in an aggregate principal amount not exceeding at any time the Incremental Revolving Commitment of such Lender at such time. (c) The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

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 Sixth Restatement Effective Date (after having given effect Borrowers may request pursuant 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 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) 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 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 and Section 2.16 and (C) --------------- ------------ otherwise have all of the most recent period of four consecutive fiscal quarters) 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 Loans shall not be greater than 3.75 deemed to 1.00; (ii) each Person which the Borrower include references to Incremental Loans made pursuant to this Agreement. No Bank shall request 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 Section 5.03. ------------ (ii) So long as (x) the Borrowers shall have given the Administrative Agent no less than five Business Days' prior notice of the effectiveness thereof and (y) any financial institution not theretofore a Bank which is providing an Incremental Commitment shall have become a Bank under this Section and Sections 5.02 and 5.03 (it Agreement pursuant to an Incremental Loan Amendment, the Incremental Commitment being understood that all references to “date of such Borrowing” or similar language in Section 5.02 requested by the Borrowers shall be deemed to refer to become effective under this Agreement upon the effective date effectiveness of such Incremental Loan Amendment) and . Upon such other conditions as effectiveness, Schedule 2.01 shall be deemed amended to reflect such ------------- commitments. In the parties to event that an Incremental Facility shall have become effective, the Bank or Banks providing such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment Commitments shall be deemed to be a separate series (each a “Series”) of Incremental Loans for all purposes have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, to make from time to time during the period from the date of the effectiveness of the applicable Incremental Loan Amendment through the Maturity Date, one or more Incremental Loans to the Borrowers pursuant to the provisions of Section 2.03 in an aggregate principal amount not ------------ exceeding at any time the Incremental Commitment of such Bank at such time.