Common use of Term Loan Facilities Clause in Contracts

Term Loan Facilities. (i) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars ($70,000,000); and (C) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A Notes”) attached hereto and with respect to Term Loans B to be in the form of Exhibit B-2 (the “Term Loan B Notes”) attached hereto. (iv) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c) within the limits of the Aggregate Term Loan A Commitments, and (B) Term Loans B on the Term Loan B Funding Dates under this Section 2.01(c) within the limits of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments of the Term Loans. (v) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (i) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii2.01(c) (collectively, the “Term Loans BLoans”) to Borrowers on the applicable Term Loan B Funding Closing Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B Loans if, after giving effect to any such Term Loan BLoans, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term LoansLoans made on the Closing Date, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding the Closing Date from the proceeds of the requested Term Loans BLoans), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Fifty-Five Million Dollars ($70,000,00055,000,000); and (C) the sum of (1) the aggregate then outstanding principal amount of all Term LoansLoans made on the Closing Date, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding the Closing Date from the proceeds of the requested Term Loans BLoans), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iiiii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A Notes”) attached hereto and with respect to Term Loans B to be in the form of Exhibit B-2 (the “Term Loan B Notes”) attached hereto. (iviii) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c) within the limits of the Aggregate Term Loan A Commitments, and (B) Term Loans B on the Term Loan B Funding Dates under this Section 2.01(c) within the limits of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments of the Term Loans. (viv) The Term Loan A Commitments expired shall expire at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (a) (i) On the Closing Date, the aggregate principal amount of the “Delayed Draw Term Loans” outstanding under the Existing Credit Agreement (the “Existing Delayed Draw Term Loans”) shall be deemed to have been, and hereby is, converted into a portion of the outstanding Term A Loans (as hereinafter defined) hereunder in like amount, without constituting a novation, and shall constitute a portion of the Term A Loans for all purposes hereunder and under the other Loan Documents. The Loan Parties hereby represent, warrant, agree, covenant and confirm that as of the Closing Date they have no defense, set off, claim or counterclaim against the Administrative Agent, any of the Lenders or any other Person with respect to their Obligations in respect of the Existing Delayed Draw Term Loans. Subject to the terms and conditions contained in this Agreementhereof, each Term Loan Lender (or Lender, by its predecessor-in-interest) made acceptance hereof, severally agrees to make a loan (collectivelytogether with the outstanding Existing Delayed Draw Term Loans so converted, individually a “Term A Loan” and collectively for all the Lenders the “Term Loans AA Loans”) to Borrowers on the Closing Date in a principal amount equal U.S. Dollars to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date Borrower in an aggregate principal amount which does not exceed the amount of equal to such Lender’s Term A Loan B Commitment; provided, however, that: (A) . The Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount of the Term A Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars ($70,000,000); and (C) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued advanced in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A Notes”) attached hereto and with respect to Term Loans B to be in the form of Exhibit B-2 (the “Term Loan B Notes”) attached hereto. (iv) Borrowers may borrow (A) Term Loans A a single Borrowing on the Closing Date under this Section 2.01(c) within and shall be made ratably by the limits Lenders in proportion to their respective Term A Loan Percentages, at which time the Term A Loan Commitments shall expire; provided, that, with respect to any Continuing Lender holding a portion of the Aggregate Existing Delayed Draw Term Loan Loans, such Continuing Lender’s commitment to lend a portion of the Term A CommitmentsLoans to the Borrower on the Closing Date shall be deemed satisfied in an amount equal to its portion of the then outstanding Existing Delayed Draw Term Loans. As provided in Section 2.6(a) hereof, and (B) the Borrower may elect that the Term A Loans, or any other Term Loans, be outstanding as Base Rate Loans B or Eurodollar Loans, it being understood that, notwithstanding any provision hereof to the contrary, the Term A Loans shall initially be Eurodollar Loans with an Interest Period of one month. No amount repaid or prepaid on the Term Loan B Funding Dates under this Section 2.01(c) within the limits of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; providedA Loans, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect to the any other Term Loans. Interest on the Term Loans shall , may be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments of the Term Loansborrowed again. (v) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (ia) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectivelyset forth herein, the “Lender agrees to make Term Loans A”) in Dollars to Borrowers the Borrower, commencing on the Closing Date in a Date, and continuing through and including the Term Loan Draw Expiration Date, provided, (i) the aggregate principal amount equal to all Terms Loans shall not exceed the Term Loan Commitment and (ii) the amount of such Lender’s any Term Loan A Commitment. (ii) Subject shall not exceed 75% of the amount of the hard costs of the Capital Expenditures financed thereby as supported by invoices and receipts required by and delivered to the Lender and in form and substance reasonably satisfactory to the Lender; provided, further, that any request by the Borrower for a Term Loan shall be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof. Each Term Loan requested, made and continued hereunder shall be a SOFR Loan, except as provided in Section 9. Each of the FIF Airebeam and St. ▇▇▇▇▇▇ Existing Term Loans shall constitute Term Loans and shall be deemed to be Term Loans made to the Borrower under this Agreement as of the Closing Date and shall be subject to the terms and conditions contained in of this Agreement. (b) Term Loans shall be extended upon the Borrower’s delivery to the Lender of a Borrowing Request (duly executed by an Authorized Officer of the Borrower). The Borrower shall specify in each such Borrowing Request (i) the requested Borrowing Date (which date shall be a Business Day) and (ii) the amount of such Term Loan. To request a borrowing of a Term Loan, the Borrower shall notify the Lender of such request not later than 11:00 a.m. (Central time) five (5) Business Days prior to the date of the proposed borrowing. (c) The Borrower shall repay each Term Loan Lender agrees on the first day of each calendar month (each, a “Payment Day”), commencing with the first Payment Day occurring after the Borrowing Date of such Term Loan, in monthly payments of (i) principal in an amount sufficient to make fully amortize the unpaid principal balance of such Term Loan over an amortization period of one or more loans pursuant hundred (120) months so as to this Section 2.01(c)(iicreate substantially-level payments of principal, and (ii) (collectively, accrued unpaid interest on the “outstanding principal balance of such Term Loans B”) to Borrowers Loan at the rate set forth herein. The Borrower shall repay the outstanding principal amount of each Term Loan on the applicable Maturity Date (unless earlier prepaid). (d) The Borrower shall have the right at any time and from time to time to prepay the Term Loans in whole or in part, subject to prior notice in accordance with the provisions of this Section 2(d). The Borrower shall notify the Lender by telephone (confirmed by writing) of any prepayment hereunder not later than 11:00 a.m. (Central time) one (1) Business Day before the date of prepayment. Each voluntary prepayment of a Term Loan B Funding Date shall be applied to the remaining principal installment payments of such Term Loan in the inverse order of maturity. Each mandatory prepayment described in this Section 2 shall be applied in accordance with the terms thereof. Prepayments of the Term Loans shall be accompanied by accrued interest and any prepayment fee payable as required pursuant to Section 4(b). (e) If at any time the aggregate principal amount of all Term Loans exceeds the Term Loan Maximum Commitment Amount, the Borrower shall immediately repay Term Loans in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation sufficient to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of cause the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such less than or equal to the Term Loan B Funding Date from Maximum Commitment Amount. (f) In the proceeds event and on each occasion that any Net Cash Proceeds are received by the Borrower or any of the requested Term Loans B), its Subsidiaries in respect of any Prepayment Event described in clause (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%b) of the Compressed Sale Value definition thereof, the Borrower shall, promptly after such Net Cash Proceeds are received, prepay the Loans in an aggregate amount equal to 100% of Stationssuch Net Cash Proceeds; provided however that, and if within 180 days after receipt of such Net Cash Proceeds, Borrower uses such Net Cash Proceeds to replace or rebuild real property, equipment or other tangible assets (yexcluding inventory) Seventy Million Dollars ($70,000,000to be used in the business of the Borrower and/or its Subsidiaries, then no prepayment shall be required pursuant to this Section 2(f); and (C) , provided, further, that to the sum extent any of (1) such Net Cash Proceeds have not been so applied by the aggregate then outstanding principal end of such 180 day period, a prepayment shall be required at such time in an amount of all equal to such Net Cash Proceeds that have not been so applied. All mandatory prepayments shall be applied to prepay the Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds applied to installments of the requested Term Loans Bin the inverse order of maturity), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iiig) The borrowings under this Section 2.01(c) All payments and prepayments to be made in respect of principal, interest, or other amounts due from the Borrower hereunder shall be evidenced by Borrowers’ Secured Promissory Notes issued payable at 12:00 p.m. (Central time), on the day when due, in immediately available funds, without defense, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments hereunder shall be made in Dollars at the Lender’s Office or such other location as the Lender shall instruct the Borrower in writing. All payments shall be applied first to the respective Term Loan Lenders payment of all fees, expenses and other amounts due to the Lender hereunder (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”excluding principal and interest), then to accrued interest hereunder to the extent such Term Notes with respect to Term Loans A to be in interest is then due, and the form balance on account of Exhibit B-▇ (the “Term Loan A Notes”) attached hereto and with respect to Term Loans B to be in the form of Exhibit B-2 (the “Term Loan B Notes”) attached heretooutstanding principal hereunder. (ivh) Borrowers may borrow (A) Term Loans A on The Lender shall maintain in accordance with its usual practice a loan account or accounts evidencing the Closing Date indebtedness of the Borrower to the Lender resulting from the Loans, including the amounts of principal and interest payable and paid to the Lender from time to time under this Section 2.01(c) within Agreement. The balance in the limits loan accounts shall constitute presumptive evidence, absent manifest error, of the Aggregate Term Loan A Commitments, and (B) Term Loans B on the Term Loan B Funding Dates under this Section 2.01(c) within the limits accuracy of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreementinformation contained therein; provided, however, that Borrowers any failure by the Lender to so record shall not have limit or affect the right Borrower’s or any Guarantor’s obligation to re-borrow principal amounts repaid or prepaid in respect pay the Obligations. Upon the request of the Lender, the Borrower will promptly execute and deliver to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 Lender one or more notes in form and under Section 2.05 in connection with all mandatory and voluntary prepayments of substance reasonably satisfactory to Lender evidencing the Term Loans. (v) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (ia) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectivelyset forth herein, the “Lender agrees to make Term Loans A”) in Dollars to Borrowers the Borrower on the Closing Date Date. Each Term Loan requested, made and continued hereunder shall be a SOFR Loan, except as provided in Section 9. The Term Loans are not a principal amount equal revolving credit facility and amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. (b) Term Loans shall be extended upon the Borrower’s delivery to the Lender of a Borrowing Request (duly executed by an Authorized Officer of the Borrower). The Borrower shall specify in each such Borrowing Request (i) the date of the proposed borrowing (which date shall be the Closing Date) and (ii) the amount of such Lender’s Term Loan A CommitmentLoan. To request a borrowing of a Term Loan, the Borrower shall notify the Lender of such request not later than 11:00 a.m. (Central time) five (5) Business Days prior to the date of the proposed borrowing. (iic) Subject to the terms and conditions contained in this Agreement, The Borrower shall repay each Term Loan on the first day of each calendar month (each, a “Payment Day”), commencing with the first Payment Day occurring after the Closing Date, in monthly payments of (i)(A) in the case of Term Loan A, principal in an amount sufficient to fully amortize the unpaid principal balance of such Term Loan over an amortization period of one hundred thirteen (113) months so as to create substantially-level payments of principal, (B) in the case of Term Loan B, principal in an amount sufficient to fully amortize the unpaid principal balance of such Term Loan over an amortization period of one hundred sixteen (116) months so as to create substantially-level payments of principal and (ii) accrued unpaid interest on the outstanding principal balance of such Term Loan at the rate set forth herein. The Borrower shall repay the outstanding principal amount of each Term Loan on the applicable Maturity Date (unless earlier prepaid). (d) The Borrower shall have the right at any time and from time to time to prepay the Term Loans in whole or in part, subject to prior notice in accordance with the provisions of this Section 2(d). The Borrower shall notify the Lender agrees by telephone (confirmed by writing) of any prepayment hereunder not later than 11:00 a.m. (Central time) one (1) Business Day before the date of prepayment. Each voluntary prepayment of a Term Loan shall be applied to make one the remaining principal installment payments of such Term Loan in the inverse order of maturity. Each mandatory prepayment described in this Section 2 shall be applied in accordance with the terms thereof. Prepayments of the Term Loans shall be accompanied by accrued interest and any prepayment fee payable as required pursuant to Section 4(b). (e) [Intentionally Omitted.] (f) In the event and on each occasion that any Net Cash Proceeds are received by the Borrower or more loans any of its Subsidiaries in respect of any Prepayment Event described in clause (b) of the definition thereof, the Borrower shall, promptly after such Net Cash Proceeds are received, prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds; provided however that, if within 180 days after receipt of such Net Cash Proceeds, Borrower uses such Net Cash Proceeds to replace or rebuild real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Borrower and/or its Subsidiaries, then no prepayment shall be required pursuant to this Section 2.01(c)(ii) (collectively2(f), provided, further, that to the “extent any of such Net Cash Proceeds have not been so applied by the end of such 180 day period, a prepayment shall be required at such time in an amount equal to such Net Cash Proceeds that have not been so applied. All mandatory prepayments shall be applied to prepay the Term Loans B”) (to Borrowers on the applicable Term Loan B Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation be applied to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount installments of the Term Loans B then outstanding plus in the amount inverse order of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans Bmaturity), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars ($70,000,000); and (C) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iiig) The borrowings under this Section 2.01(c) All payments and prepayments to be made in respect of principal, interest, or other amounts due from the Borrower hereunder shall be evidenced by Borrowers’ Secured Promissory Notes issued payable at 12:00 p.m. (Central time), on the day when due, in immediately available funds, without defense, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments hereunder shall be made in Dollars at the Lender’s Office or such other location as the Lender shall instruct the Borrower in writing. All payments shall be applied first to the respective Term Loan Lenders payment of all fees, expenses and other amounts due to the Lender hereunder (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”excluding principal and interest), then to accrued interest hereunder to the extent such Term Notes with respect to Term Loans A to be in interest is then due, and the form balance on account of Exhibit B-▇ (the “Term Loan A Notes”) attached hereto and with respect to Term Loans B to be in the form of Exhibit B-2 (the “Term Loan B Notes”) attached heretooutstanding principal hereunder. (ivh) Borrowers may borrow (A) Term Loans A on The Lender shall maintain in accordance with its usual practice a loan account or accounts evidencing the Closing Date indebtedness of the Borrower to the Lender resulting from the Loans, including the amounts of principal and interest payable and paid to the Lender from time to time under this Section 2.01(c) within Agreement. The balance in the limits loan accounts shall constitute presumptive evidence, absent manifest error, of the Aggregate Term Loan A Commitments, and (B) Term Loans B on the Term Loan B Funding Dates under this Section 2.01(c) within the limits accuracy of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreementinformation contained therein; provided, however, that Borrowers any failure by the Lender to so record shall not have limit or affect the right Borrower’s or any Guarantor’s obligation to re-borrow principal amounts repaid or prepaid in respect pay the Obligations. The Borrower will promptly execute and deliver to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 Lender one or more notes in form and under Section 2.05 in connection with all mandatory and voluntary prepayments of substance reasonably satisfactory to Lender evidencing the Term Loans. (v) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (i) Subject to the terms and conditions contained in this Agreement, each Term Loan A Lender (or its a predecessor-in-interestinterest of such Term Loan A Lender) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan B Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term LoansLoans A and Term Loans B, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars ($70,000,000); and (C) the sum of (1) the aggregate then outstanding principal amount of all Term LoansLoans A and Term Loans B, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) Subject to the terms and conditions contained in this Agreement, each Term Loan C Lender made a loan (collectively, the “Term Loans C”) to Borrowers on the Term Loan C Funding Date in the aggregate principal amount of Six Million Dollars ($6,000,000), which Term Loans C have been paid in full by the Borrowers. (iv) Subject to the terms and conditions contained in this Agreement, each Term Loan D Lender agrees to make one loan pursuant to this Section 2.01(c)(iv) (collectively, the “Term Loans D”) to Borrowers on the Term Loan D Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan D Commitment. (v) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively collectively, the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A Notes”) attached hereto and hereto, such Term Notes with respect to Term Loans B to be in the form of Exhibit B-2 (the “Term Loan B Notes”) attached hereto, such Term Notes with respect to Term Loans C to be in the form of Exhibit B-3 (the “Term Loan C Notes”) attached hereto, and such Term Notes with respect to Term Loans D to be in the form of Exhibit B-4 (the “Term Loan D Notes”) attached hereto. (ivvi) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c2.0l(c) within the limits of the Aggregate Term Loan A Commitments, and (B) Term Loans B on the Term Loan B Funding Dates under this Section 2.01(c) within the limits of the Aggregate Term Loan B Commitments and solely for the purposes set forth On on Schedule 2.17 of this Agreement, (C) Term Loans C on the Term Loan C Funding Date under this Section 2.01(c) within the limits of the Aggregate Term Loan C Commitments and solely for the purpose of prepaying the Revolving Loans in an amount equal to $6,000,000, and (D) Term Loans D on the Term Loan D Funding Date under this Section 2.01(c) within the limits of the Aggregate Term Loan D Commitments and solely for the purpose of prepaying the Revolving Credit Loans in an amount equal to $12,000,000; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments of the Term Loans. (vvii) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date. The Term Loan C Commitments expired at the close of business on the Term Loan C Funding Date. The Term Loan D Commitments shall expire at the close of business on the Term Loan D Funding Date.”

Term Loan Facilities. (i) Subject to the terms and conditions contained set forth in this AgreementAgreement and the other Loan Documents, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) fortyLender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed ONE MILLION NINE HUNDRED EIGHTY-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars EIGHT THOUSAND NINE HUNDRED TEN AND NO/100 DOLLARS ($70,000,000); and (C1,988,910.00) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A NotesFacility — Tranche A”) attached hereto on SEPTEMBER 16, 2010 and with respect continuing until: (i) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents; (ii) SEPTEMBER 16, 2013; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Loans B Maturity Date — Tranche A”), (y) Lender hereby agrees to be lend to Debtor in the form of Exhibit B-2 a single advance an aggregate sum not to exceed TWO MILLION NINE HUNDRED EIGHTY-SIX THOUSAND TWO HUNDRED AND N0/100 DOLLARS ($2,986,200.00) (the “Term Loan B NotesFacility — Tranche B”) attached hereto. on DECEMBER 30, 2010 and continuing until: (ivi) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c) within the limits acceleration of the Aggregate Indebtedness pursuant to the terms of the Loan Documents; (ii) DECEMBER 30, 2013; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Maturity Date — Tranche B”), (z) Lender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed SIX MILLION SEVEN HUNDRED SIXTY-FIVE THOUSAND SIX HUNDRED NINETEEN AND 22/100 DOLLARS ($6,765,619.22) (the “Term Loan A CommitmentsFacility — Tranche C”) on AUGUST 31, 2011 and continuing until: (i) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents; (ii) AUGUST 31, 2014; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Maturity Date — Tranche C”), and (Baa) Lender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed SEVEN MILLION SEVEN HUNDRED ONE THOUSAND EIGHT HUNDRED AND NO/100 DOLLARS ($7,701,800.00) (the “Term Loans B on Loan Facility — Tranche D,” and together with the Term Loan Facility — Tranche A, the Term Loan Facility — Tranche B Funding Dates under this Section 2.01(cand the Term Loan Facility — Tranche C, the “Term Loan Facility”) within on JANUARY 26, 2012 and continuing until: (i) the limits acceleration of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect Indebtedness pursuant to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments terms of the Loan Documents; (ii) JANUARY 26, 2017; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term LoansMaturity Date — Tranche D”). (v) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (i) Subject to the terms and conditions contained set forth in this AgreementAgreement and the other Loan Documents, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars Lender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed SEVEN MILLION SEVEN HUNDRED ONE THOUSAND EIGHT HUNDRED AND NO/100 DOLLARS ($70,000,000); and (C7,701,800.00) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A NotesFacility — Tranche D”) attached hereto on JANUARY 26, 2012 and with respect continuing until: (i) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents; (ii) JANUARY 26, 2017; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Loans B Maturity Date — Tranche D”), (y) Lender hereby agrees to be lend to Debtor in the form of Exhibit B-2 a single advance an aggregate sum not to exceed SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) (the “Term Loan B NotesFacility — Tranche E”) attached hereto. on OCTOBER 11, 2012 and continuing until: (ivi) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c) within the limits acceleration of the Aggregate Indebtedness pursuant to the terms of the Loan Documents; (ii) OCTOBER 11, 2015; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Loan A CommitmentsMaturity Date — Tranche E”), and (Bz) Lender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed SIX MILLION NINETY-SIX THOUSAND ONE HUNDRED SEVENTY-THREE AND 23/100 DOLLARS ($6,096,173.23) (the “Term Loans B on Loan Facility — Tranche F,” and together with the Term Loan B Funding Dates under this Section 2.01(cFacility — Tranche D, and the Term Loan Facility — Tranche E, the “Term Loan Facility”) within on SEPTEMBER 16, 2014 and continuing until: (i) the limits acceleration of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect Indebtedness pursuant to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments terms of the Loan Documents; (ii) SEPTEMBER 16, 2017; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term LoansMaturity Date — Tranche F”). (v) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (i) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii2.01(c) (collectively, the “"Term Loans B”A") to Borrowers on the applicable Term Loan B Funding Closing Date in an aggregate principal amount which does not exceed the amount of such Lender’s 's Term Loan A Commitment and each Term Loan B Lender agrees to make one or more loans pursuant to this Section 2.01(c) (collectively, the "Term Loans B") to Borrower on the Closing Date in an aggregate amount which does not exceed the amount of such Lender's Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan BLoan, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term LoansLoans made on the Closing Date, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding the Closing Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars ($70,000,000); and (C) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed the lesser of (i) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations; and (ii) $53,000,000, as may be reduced from time to time by permanent reductions in the Revolving Credit Commitments or repayments of the Term Loan Commitments. (iiiii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ ' Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively collectively, the “"Term Notes”"), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ B-1 (the “"Term Loan A Notes”") attached hereto and hereto, such Term Notes with respect to Term Loans B to be in the form of Exhibit B-2 (the “"Term Loan B Notes”") attached hereto. (iviii) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c) within the limits of the Aggregate Term Loan A Commitments, and (B) Term Loans B on the Term Loan B Funding Dates under this Section 2.01(c) within the limits of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments of the Term Loans. (viv) The Term Loan A Commitments expired shall expire at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (i) Subject to the terms and conditions contained set forth in this AgreementAgreement and the other Loan Documents, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) fortyLender hereby agrees to lend to Debtor in a single advance no aggregate sum not to exceed ONE MILLION NINE HUNDRED EIGHTY-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars EIGHT THOUSAND NINE HUNDRED TEN AND NO/100 DOLLARS ($70,000,000); and (C1,988,910.00) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A NotesFacility — Tranche A”) attached hereto on SEPTEMBER 16, 2010 and with respect continuing until: (i) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents; (ii) SEPTEMBER 16, 2013; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Loans B Maturity Date — Tranche A”), (y) Lender hereby agrees to be lend to Debtor in the form of Exhibit B-2 a single advance an aggregate sum not to exceed TWO MILLION NINE HUNDRED EIGHTY-SIX THOUSAND TWO HUNDRED AND NO/100 DOLLARS ($2,986,200.00) (the “Term Loan B NotesFacility — Tranche B”) attached hereto. on DECEMBER 30, 2010 and continuing until: (ivi) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c) within the limits acceleration of the Aggregate Indebtedness pursuant to the terms of the Loan Documents; (ii) DECEMBER 30, 2013; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Maturity Date — Tranche B”), (z) Lender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed SIX MILLION SEVEN HUNDRED SIXTY-FIVE THOUSAND SIX HUNDRED NINETEEN AND 22/100 DOLLARS ($6,765,619.22) (the “Term Loan A CommitmentsFacility — Tranche C”) on AUGUST 31, 2011 and continuing until: (i) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents; (ii) AUGUST 31, 2014; or (iii) such other date as may he established by a written instrument between Debtor and Lender from time to time (the “Term Maturity Date — Tranche C”), (aa) Lender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed SEVEN MILLION SEVEN HUNDRED ONE THOUSAND EIGHT HUNDRED AND NO/100 DOLLARS ($7,701,80100) (the “Term Loan Facility — Tranche D,” and together with the Term Loan Facility — Tranche C, the “Term Loan Facility”) on JANUARY 26, 2012 and continuing until: (i) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents; (ii) JANUARY 26, 2017; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Maturity Date — Tranche D”), and (Bbb) Lender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) (the “Term Loans B on Loan Facility — Tranche E,” and together with the Term Loan B Funding Dates under this Section 2.01(cFacility — Tranche A, the Term Loan Facility — Tranche B, the Term Loan Facility — Tranche C, and the Term Loan Facility — Tranche D, the “Term Loan Facility”) within on OCTOBER 11, 2012 and continuing until: (i) the limits acceleration of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect Indebtedness pursuant to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments terms of the Loan Documents; (ii) OCTOBER 11, 2015; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term LoansMaturity Date — Tranche E”). (v) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (ia) On the Closing Date, the aggregate principal amount of the “Term A Loans” outstanding under the Existing Credit Agreement (the “Existing Term A Loans”) shall be deemed to have been, and hereby is, converted into a portion of the outstanding Term A Loans (as hereinafter defined) hereunder in like amount, without constituting a novation, and shall constitute a portion of the Term A Loans for all purposes hereunder and under the other Loan Documents. The Loan Parties hereby represent, warrant, agree, covenant and confirm that as of the Closing Date they have no defense, set off, claim or counterclaim against the Administrative Agent or any of the Lenders with respect to their Obligations in respect of the Existing Term A Loans. Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan (together with the outstanding Existing Term A Loans so converted, individually, a “Term A Loan” and collectively, for all the Lenders, the “Term A Loans”) in U.S. Dollars to the Borrower in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Term A Loan Commitment. The Term A Loans shall be advanced in a single Borrowing on the Closing Date and shall be made ratably by the Lenders in proportion to their respective Term A Loan Percentages, at which time the Term A Loan Commitments shall expire; provided, that, with respect to any Continuing Lender holding a portion of the Existing Term A Loans, such Continuing Lender’s commitment to lend a portion of the Term A Loans to the Borrower on the Closing Date shall be deemed satisfied in an amount equal to its portion of the then outstanding Existing Term A Loans. As provided in Section 2.6(a) hereof, the Borrower may elect that the Term A Loans, or any other Term Loans, be outstanding as Base Rate Loans or SOFR Loans, it being understood that, notwithstanding any provision hereof to the contrary, the Term A Loans shall initially be SOFR Loans with an Interest Period of one month. No amount repaid or prepaid on the Term A Loans, or any other Term Loans, may be borrowed again. (b) Subject to the terms and conditions contained in this Agreementhereof, each Term Loan Lender (or Lender, by its predecessor-in-interest) made acceptance hereof, severally agrees to make a loan (individually, a “Delayed Draw Term Loan” and collectively, for all the Lenders, the “Delayed Draw Term Loans ALoans”) to Borrowers on the Closing Date in a principal amount equal U.S. Dollars to the amount of such Lender’s Borrower during the Delayed Draw Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date Availability Period in an aggregate principal amount which does not to exceed the amount of such Lender’s Delayed Draw Term Loan B Commitment; provided, however, that: (A) . The Delayed Draw Term Loans shall be made ratably by the Lenders in proportion to their respective Delayed Draw Term Loan Lenders shall have no obligation to make any Percentages, and the Delayed Draw Term Loan B if, after giving effect to any such Term Loan B, the sum Commitment of each Lender shall be permanently and automatically reduced by the aggregate amount of the Delayed Draw Term Loans B then outstanding plus the funded by such Lender. No amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars ($70,000,000); and (C) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A Notes”) attached hereto and with respect to Term Loans B to be in the form of Exhibit B-2 (the “Term Loan B Notes”) attached hereto. (iv) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c) within the limits of the Aggregate Term Loan A Commitments, and (B) Term Loans B on the Term Loan B Funding Dates under this Section 2.01(c) within the limits of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid on any Delayed Draw Term Loan may be borrowed again. As provided in respect to Section 2.6(a) hereof, the Borrower may elect that the Delayed Draw Term Loans be outstanding as Base Rate Loans or SOFR Loans. Interest on the Each Borrowing of Delayed Draw Term Loans shall be paid as required under Section 2.02 in a minimum amount of $5,000,000, and under Section 2.05 in connection with all mandatory and voluntary prepayments there shall be no more than five (5) Borrowings of the Delayed Draw Term Loans. (v) The Loans during the Delayed Draw Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective DateAvailability Period.”

Term Loan Facilities. (i) Subject to the terms and conditions contained set forth in this AgreementAgreement and the other Loan Documents, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) fortyLender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed ONE MILLION NINE HUNDRED EIGHTY-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars EIGHT THOUSAND NINE HUNDRED TEN AND NO/100 DOLLARS ($70,000,000); and (C1,988,910.00) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A NotesFacility — Tranche A”) attached hereto on SEPTEMBER 16, 2010 and with respect continuing until: (i) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents; (ii) SEPTEMBER 16, 2013; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Loans B Maturity Date — Tranche A”), (y) Lender hereby agrees to be lend to Debtor in the form of Exhibit B-2 a single advance an aggregate sum not to exceed TWO MILLION NINE HUNDRED EIGHTY-SIX THOUSAND TWO HUNDRED AND N0/100 DOLLARS ($2,986,200.00) (the “Term Loan B NotesFacility — Tranche B”) attached hereto. on DECEMBER 30, 2010 and continuing until: (ivi) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c) within the limits acceleration of the Aggregate Indebtedness pursuant to the terms of the Loan Documents; (ii) DECEMBER 30, 2013; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Loan A CommitmentsMaturity Date — Tranche B”), and (Bz) Lender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed SIX MILLION SEVEN HUNDRED SIXTY-FIVE THOUSAND SIX HUNDRED NINETEEN AND 22/100 DOLLARS ($6,765,619.22) (the “Term Loans B on Loan Facility — Tranche C,” and together with the Term Loan B Funding Dates under this Section 2.01(cFacility — Tranche A and the Term Loan Facility — Tranche B, the “Term Loan Facility”) within on AUGUST 31, 2011 and continuing until: (i) the limits acceleration of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect Indebtedness pursuant to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments terms of the Loan Documents; (ii) AUGUST 31, 2014; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term LoansMaturity Date — Tranche C”). (v) The Term Loan A Commitments expired at 4. Amendment to Section 3 of Agreement. Section 3 of the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that Agreement is 18 months after the Second Amendment Effective Date.”hereby amended in its entirety to read as follows:

Term Loan Facilities. (i) Subject to the terms and conditions contained set forth in this AgreementAgreement and the other Loan Documents, each Term Loan Lender (or its predecessor-in-interest) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) fortyLender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed ONE MILLION NINE HUNDRED EIGHTY-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars EIGHT THOUSAND NINE HUNDRED TEN AND NO/100 DOLLARS ($70,000,000); and (C1,988,910.00) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A NotesFacility — Tranche A”) attached hereto on SEPTEMBER 16, 2010 and with respect continuing until: (i) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents; (ii) SEPTEMBER 16, 2013; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Loans B Maturity Date — Tranche A”), (y) Lender hereby agrees to be lend to Debtor in the form of Exhibit B-2 a single advance an aggregate sum not to exceed TWO MILLION NINE HUNDRED EIGHTY-SIX THOUSAND TWO HUNDRED AND N0/100 DOLLARS ($2,986,200.00) (the “Term Loan B NotesFacility — Tranche B”) attached hereto. on DECEMBER 30, 2010 and continuing until: (ivi) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c) within the limits acceleration of the Aggregate Indebtedness pursuant to the terms of the Loan Documents; (ii) DECEMBER 30, 2013; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term Loan A CommitmentsMaturity Date — Tranche B”), and (Bz) Lender hereby agrees to lend to Debtor in a single advance an aggregate sum not to exceed SIX MILLION SEVEN HUNDRED SIXTY-FIVE THOUSAND SIX HUNDRED NINETEEN AND 22/100 DOLLARS ($6,765,619.22) (the “Term Loans B on Loan Facility — Tranche C,” and together with the Term Loan B Funding Dates under this Section 2.01(cFacility — Tranche A and the Term Loan Facility — Tranche B, the “Term Loan Facility”) within on AUGUST 31, 2011 and continuing until: (i) the limits acceleration of the Aggregate Term Loan B Commitments and solely for the purposes set forth On Schedule 2.17 of this Agreement; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect Indebtedness pursuant to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments terms of the Loan Documents; (ii) AUGUST 31, 2014; or (iii) such other date as may be established by a written instrument between Debtor and Lender from time to time (the “Term LoansMaturity Date — Tranche C”). (v) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date.”

Term Loan Facilities. (i) Subject to the terms and conditions contained in this Agreement, each Term Loan A Lender (or its a predecessor-in-interestinterest of such Term Loan A Lender) made a loan (collectively, the “Term Loans A”) to Borrowers on the Closing Date in a principal amount equal to the amount of such Lender’s Term Loan A Commitment. (ii) Subject to the terms and conditions contained in this Agreement, each Term Loan B Lender agrees to make one or more loans pursuant to this Section 2.01(c)(ii) (collectively, the “Term Loans B”) to Borrowers on the applicable Term Loan B Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan B Commitment; provided, however, that: (A) Term Loan Lenders shall have no obligation to make any Term Loan B if, after giving effect to any such Term Loan B, the sum of the aggregate amount of the Term Loans B then outstanding plus the amount of the requested Term Loans B would exceed the Aggregate Term Loan B Commitments then in effect; and (B) the sum of (1) the aggregate then outstanding principal amount of all Term LoansLoans A and Term Loans B, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars ($70,000,000); and (C) the sum of (1) the aggregate then outstanding principal amount of all Term LoansLoans A and Term Loans B, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan B Funding Date from the proceeds of the requested Term Loans B), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iii) Subject to the terms and conditions contained in this Agreement, each Term Loan C Lender agrees to make one loan pursuant to this Section 2.01(c)(iii) (collectively, the “Term Loans C”) to Borrowers on the Term Loan C Funding Date in an aggregate principal amount which does not exceed the amount of such Lender’s Term Loan C Commitment; provided, however, that: (A) the sum of (1) the aggregate then outstanding principal amount of Term Loans A and Terms Loans B, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan C Funding Date from the proceeds of the requested Term Loans C), (3) the Letter of Credit Usage, and (4) all other Senior Debt then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the Compressed Sale Value of Stations, and (y) Seventy Million Dollars ($70,000,000); and (B) the sum of (1) the aggregate then outstanding principal amount of all Term Loans, (2) the then outstanding unpaid principal balance of Revolving Credit Loans (after deducting therefrom the amount to be paid on such Term Loan C Funding Date from the proceeds of the requested Term Loans C), and (3) the Letter of Credit Usage, shall not exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (iv) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise issued in addition thereto, in substitution therefor or amendment or replacement thereof, collectively collectively, the “Term Notes”), such Term Notes with respect to Term Loans A to be in the form of Exhibit B-▇ (the “Term Loan A Notes”) attached hereto and hereto, such Term Notes with respect to Term Loans B to be in the form of Exhibit B-2 (the “Term Loan B Notes”) attached hereto, and such Term Notes with respect to Term Loans C to be in the form of Exhibit B-3 (the “Term Loan C Notes”) attached hereto. (ivv) Borrowers may borrow (A) Term Loans A on the Closing Date under this Section 2.01(c2.01 (c) within the limits of the Aggregate Term Loan A Commitments, and (B) Term Loans B on the Term Loan B Funding Dates under this Section 2.01(c) within the limits of the Aggregate Term Loan B Commitments and solely for the purposes set forth On on Schedule 2.17 of this Agreement, and (C) Term Loans C on the Term Loan C Funding Date under this Section 2.01(c) within the limits of the Aggregate Term Loan C Commitments and solely for the purpose of prepaying the Revolving Loans in an amount equal to $6,000,000; provided, however, that Borrowers shall not have the right to re-borrow principal amounts repaid or prepaid in respect to the Term Loans. Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary prepayments of the Term Loans. (vvi) The Term Loan A Commitments expired at the close of business on the Closing Date. The Term Loan B Commitments shall expire on the date that is 18 months after the Second Amendment Effective Date. The Term Loan C Commitments shall expire at the close of business on the Term Loan C Funding Date.”