Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent have been satisfied: (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.

Conditions Precedent to Effectiveness. This Amendment, and The effectiveness of this Loan Modification Agreement shall be subject to the obligation of satisfaction or waiver by the Tenth Amendment Incremental Tranche D Revolving Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Loan Modification Effective Date”): (a) Each the Agent shall have received counterparts of this Loan Modification Agreement that, when taken together, bear the signatures of (i) Holdings, the Borrower and each of the BorrowersSubsidiary Loan Parties, (ii) the Lenders party hereto Agent and (constituting iii) each of the Required Revolving Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Loan Modification Effective Date and signed by a Responsible Officer the chief executive officer or the chief financial officer of each of Holdings and the Loan PartiesBorrower, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 5 below are true and correct on and as of the Loan Modification Effective Date; (c) the Agent shall have received such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents, in each case with respect to the Loan Parties, as shall have been reasonably requested; and (d) the Agent shall have received from the Borrower payment in immediately available funds of (i) all fees and other amounts required to be paid on the Loan Modification Effective Date pursuant to the Engagement Letter dated as of December 14, 2016 (the “Engagement Letter”), between the Borrower and JPMorgan Chase Bank, N.A., (ii) all reasonable out-of-pocket expenses required to be paid pursuant to the Engagement Letter or Section 9 hereof, in each case, to the extent invoiced at least one Business Day prior to the Loan Modification Effective Date and (iii) an upfront fee, for the account of each Revolving Lender party hereto, in an amount equal to 0.175% of the aggregate amount of each such Revolving Lender’s Revolving Commitment (whether used and unused) under the Credit Agreement as of the Loan Modification Effective Date. The Agent shall notify Holdings, the Borrower and the Revolving Lenders of the Loan Modification Effective Date, and such notice shall be true conclusive and correctbinding.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D Dollar Revolving Credit Lenders to fund provide the Tenth Amendment Incremental Dollar Revolving Credit Commitments and of the Tranche D Loans, E Refinancing Term Lenders to make the Tranche E Refinancing Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Second 2015 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent, (iii) the Incremental Dollar Revolving Credit Lenders and (iv) the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentE Refinancing Term Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the Incremental Dollar Revolving Credit Commitments and the making of the Tenth Amendment Tranche E Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Second 2015 Effective Date” in each place they appear therein, the words “Second Restatement Transactions)” in Section 3.13(a) of the Credit Agreement shall be deemed to refer to the 2015 Additional Transactions, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) The Administrative Agent shall have received from the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each Loan Party a counterpart case determined as of the Reaffirmation of Guarantee Second 2015 Effective Date after giving effect to the 2015 Additional Transactions, shall be no greater than 7.25 to 1.00 and Collateral Agreement and the other Loan Documents signed on behalf of such party4.25 to 1.00, respectively; (d) The Administrative the Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) a certificate dated as of the Credit Agreement signed on behalf Second 2015 Effective Date and executed by a Financial Officer of such partythe Borrower with respect to the conditions set forth in paragraphs (b) and (c) above; (e) The Administrative the Agent shall have received such documents a notice of borrowing in accordance with Section 2.03 and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization 2.26(a) of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative AgentCredit Agreement; (f) The Borrower Representative the Agent shall have executed received legal opinions, board resolutions and other closing certificates consistent with those delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to on the Administrative Agent, to the Administrative Agent2015 Effective Date; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreementreceived, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) three Business Day prior to the Tenth Amendment Second 2015 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership RegulationAgent, including, without limitation, a duly executed IRS Form W-9 (any Incremental Dollar Revolving Credit Lender or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any Tranche E Refinancing Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment Second 2015 Effective Date;; and (kh) The Administrative the Agent shall have received a certificate, dated all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that Incremental Dollar Revolving Credit Commitments and the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Tranche E Refinancing Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Second 2015 Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Second 2015 Effective Date. The Agent shall notify the Borrower and the Lenders of the Second 2015 Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This AmendmentAgreement will become effective upon the following conditions being met (unless waived in writing by all Lenders) including the receipt, where applicable, by the Agent, for and the obligation on behalf of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D LoansLenders, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent have been satisfieddocuments each in full force and effect, and in form and substance satisfactory to the Lenders, acting reasonably: (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx this Agreement shall have been duly executed and delivered to by the Administrative Agent this AmendmentBorrower; (b) No Default a supplemental debenture shall have occurred been executed and be continuing under delivered by each Harvest Party (other than Redearth Partnership and the Credit Agreement immediately prior New Restricted Subsidiaries) in order to giving effect conform the debentures in the Existing Security to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the form of the Tenth Amendment Transactions)debenture in Schedule F-1; (c) The Administrative Agent a debenture and a debenture pledge agreement shall have received from been executed and delivered by each Loan Party a counterpart of the Reaffirmation of Guarantee New Restricted Subsidiaries (other than AcquisitionCo, NARL and Collateral Agreement and the other Loan Documents signed on behalf of such partyNARL LP); (d) The Administrative Agent a confirmation of each Affiliate Guarantee and Subordination Agreement shall have received from been duly executed and delivered by the Borrowers any notes required pursuant to Section 2.06(c) of Trust and each Restricted Subsidiary (other than the Credit Agreement signed on behalf of such partyNew Restricted Subsidiaries); (e) The Administrative Agent an Affiliate Guarantee and Subordination Agreement shall have received such documents been duly executed and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of delivered by each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any New Restricted Subsidiaries (other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agentthan NARL); (f) The Borrower Representative the Agent shall have executed received satisfactory evidence that, immediately after the closing of the NARL Acquisition: (i) AcquisitionCo, NARL and delivered that certain Tenth Amendment Fee LetterNARL LP will execute and deliver a debenture substantially in the form of Schedule F-2; (ii) AcquisitionCo, in form NARL and substance reasonably satisfactory to the Administrative Agent, to the Administrative AgentNARL LP will execute and deliver a debenture pledge agreement; and (iii) NARL will execute and deliver an Affiliate Guarantee and Subordination Agreement; (g) The Administrative the Agent and the Lenders shall have received favourable legal opinions of Borrower's Counsel and Lenders' Counsel; (h) the Initial BudgetAgent and the Lenders shall have received a pro forma Compliance Certificate as at June 30, 2006 reflecting the consummation of the NARL Acquisition; (i) the Borrower shall have paid all fees and expenses then due in respect of this Agreement; (j) no Default or Event of Default shall have occurred and be continuing; (k) the representations and warranties in Article 13 and in any other Document shall be true, complete and correct on and with effect from the date of this Agreement; and (1) the Agent and the Lenders shall have received in respect of each Harvest Party (unless otherwise specified): (i) a certificate of status, certificate of compliance, good standing or similar certificate issued by an appropriate Administrative Body of the jurisdiction of organization of such Person, to the extent such certificate is issued by an Administrative Body in such jurisdiction; (ii) in respect of the Borrower and each Restricted Subsidiary (other than the New Restricted Subsidiaries), certified copies of (A) any amendments or supplements to its constating documents since Mxxxx 00, 0000, (X) a certified copy of the resolutions of its board of directors authorizing the execution and delivery of this Agreement, and (C) in the case of the Borrower, any amendments or supplements to the Material Contracts since March 31, 2006; (iii) in respect of the Borrower, a certificate of incumbency with specimen signatures of the individuals executing any of the Documents to which the Borrower is a party; (iv) in respect of the Borrower, a certificate from an officer of the Borrower attaching a certified true and complete copy of which is attached hereto as Annex Athe NARL Purchase Agreement and certifying that, upon payment of that portion of the purchase price to be funded by Advances hereunder and under the Senior Unsecured Credit Agreement, the NARL Acquisition will be completed and all conditions precedent to the NARL Acquisition have been satisfied (including receipt of any necessary corporate, governmental or regulatory approvals for the NARL Acquisition) or waived (provided that any waiver of a material condition precedent shall require the approval of the Majority Lenders, such consent not to be unreasonably withheld); (hv) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements in respect of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one New Restricted Subsidiary (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitationthan NARL), a duly executed IRS Form W-9 certificate from an officer of such Subsidiary attaching certified copies of (or such other applicable IRS formA) its constating documents and (B) resolutions of its governing body authorizing the execution and delivery of the Borrowers, in each case Security to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received which it is a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effectparty; and (mvi) The representations satisfactory evidence that immediately after the closing of the NARL Acquisition, an officer of NARL will deliver a certificate attaching certified copies of (A) its constating documents and warranties set forth in Section 4 shall be true (B) resolutions of its governing body authorizing the execution and correctdelivery of the Security to which it is a party.

Conditions Precedent to Effectiveness. This AmendmentThe effectiveness of this Agreement, the conversion of the Tranche E Term Loans of the Accepting Tranche E Term Lenders pursuant to the Tranche E Term Loan Modification, the conversion of the Tranche F Term Loans of the Accepting Tranche F Term Lenders pursuant to the Tranche F Term Loan Modification and the obligation obligations of the Tenth Amendment Incremental Tranche D 2023 Refinancing Term Lenders to fund make the Tenth Amendment Incremental Tranche D Loans, 2023 Refinancing Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 11 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the BorrowersBorrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2023 Accepting Term Lenders party hereto (iv) the 2023 Refinancing Term Lenders and (v) Lenders constituting the Required LendersLenders and the Required Revolving Lenders (in each case, determined as of immediately prior to giving effect to after the Tenth Amendment Transactions) consummation of the transactions set forth in Sections 2 and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment3); (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment the Tranche E Term Loan Modification and the Tranche F Term Loan Modification and the making of the 2023 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including consummation component definitions thereof) and Section 3.13(a) of the Tenth Credit Agreement shall be deemed to be “Amendment No. 11 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions)” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the 2023 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “2023 Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2020, 2021 and 2022” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Amendment No. 11 Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the conditions set forth in clause (b) above; (d) The Administrative (i) the Agent shall have received from a notice of borrowing with respect to the Borrowers any notes required pursuant Extended Tranche E Term Loans, the Extended Tranche F Term Loans and the 2023 Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche E Term Loans and the Non-Converted Tranche F Term Loans to be prepaid on the Amendment No. 11 Effective Date in accordance with Section 2.06(c2.09(b) of the Credit Agreement signed on behalf of such partyAgreement; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all a solvency certificate in form and substance reasonably satisfactory to the Administrative AgentAgent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2023 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) The Borrower Representative the Agent shall have executed received legal opinions, board resolutions and other closing certificates consistent with those delivered that certain Tenth on the Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative AgentNo. 10 Effective Date; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 11 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership RegulationAgent, including, without limitation, a duly executed IRS Form W-9 (any 2023 Accepting Term Lender or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any 2023 Refinancing Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 11 Effective Date;; and (kh) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the 2023 Term Loan Parties, confirming (x) that the Collateral Modifications and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of 2023 Refinancing Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 11 Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least one Business Day prior to the Amendment No. 11 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 11 Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This AmendmentNotwithstanding the date of execution or delivery of this Agreement, and this Agreement shall be effective upon the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each satisfaction of the following conditions precedent have been satisfied: (a) Each conditions, each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx which shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Lenders in Lenders’ sole and absolute discretion: 8.1 Borrower shall have delivered to Agent, and Agent shall have accepted, an executed original of this Agreement; (f) The 8.2 Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory paid to the Administrative Agent, to for the Administrative Agent; benefit of the Lenders, (gi) The Administrative the costs and expenses of Agent and the Lenders shall have received incurred by it in connection with the Initial Budget, a true transactions contemplated hereby and complete copy (ii) the reasonable legal costs of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance connection with the conditions set forth in paragraphs (a) preparation and (b) negotiation of Section 4.03 of the Credit this Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The 8.3 All representations and warranties set forth in Section 4 made by Borrower under this Agreement shall be true and correctcorrect in all material respects (except to the extent already qualified by materiality, in which case they shall be true and correct in all respects) as of the respective dates, and to the extent, indicated above; 8.4 All corporate proceedings taken in connection with the transactions contemplated by this Agreement and other legal matters incident thereto shall be satisfactory to Agent; 8.5 Borrower shall have delivered to Agent, and Agent shall have accepted, the acknowledgment and reaffirmation of guaranty in the form of Exhibit A to this Amendment duly executed by Automated License Systems, Inc.; 8.6 Borrower shall have delivered to Agent, and Agent shall have accepted, the acknowledgment and reaffirmation of guaranty in the form of Exhibit B to this Amendment duly executed by ReserveAmerica Inc.; 8.7 Borrower shall have delivered to Agent, and Agent shall have accepted, a consent from Square 1 Bank to this Agreement, in form satisfactory to Agent, duly executed by Square 1 Bank; 8.8 Borrower shall have delivered to Escalate, and Escalate shall have accepted, a Warrant to purchase Common Stock of Borrower, in form satisfactory to Escalate, duly executed by Borrower; and 8.9 Borrower shall have delivered to Gold Hill, and Gold Hill shall have accepted, a Warrant to purchase Common Stock of Borrower, in form satisfactory to Gold Hill, duly executed by Borrower.

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective upon the satisfaction of the condition set forth in paragraph (a) below; provided that the amendments set forth in Sections 2 through 15, the authorization set forth in Section 16 and the agreement set forth in Section 19 shall become effective only upon the satisfaction, on the first a date (the “Tenth Amendment "Effective Date”") when on or prior to February 28, 2004, of each of the following conditions precedent have been satisfied:set forth below (and failing such satisfaction by such date, such amendments, authorization and agreements shall cease to be of any further force or effect): (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx The Administrative Agent shall have received counterparts hereof duly executed and delivered to by the Administrative Agent this Amendment;Borrower and the Majority Lenders. (b) No Default The Administrative Agent shall have occurred received such evidence as it shall reasonably have requested as to the corporate power and be continuing authority of the Borrower to enter into this Amendment and to perform its obligations hereunder and under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions);as amended hereby. (c) The Administrative Agent shall have received from each Loan Party a counterpart certificate of an officer of the Reaffirmation Borrower to the effect that the representations and warranties set forth in Section 18 are true and correct in all material respects on and as of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party;Effective Date. (d) The Administrative Agent shall have received from the Borrowers any notes required Amendment Fees payable by the Borrower pursuant to Section 2.06(c) of 19 and all other fees payable to the Credit Agreement signed on behalf of such party;Arrangers and the Administrative Agent. (e) The Administrative Agent Security Documents shall have received such documents and certificates been amended as necessary to provide that the Administrative Agent may reasonably request relating Liens securing the ABL Facilities Obligations will, insofar as they are applicable to cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to Section 2.04(b) of the Credit Agreement, be subordinate to the organization, existence and good standing Liens securing such Letter of each Loan PartyCredit reimbursement obligations. (f) The US Term Facility Agreement shall have been amended to require that (i) if proceeds from borrowings under the ABL Facilities Agreement pursuant to commitments becoming effective substantially concurrently with the Effective Date shall exceed $300,000,000, the authorization Borrower shall prepay loans under the US Term Facility Agreement in an aggregate amount equal to 100% of such proceeds in excess of $300,000,000, net of the Tenth Amendment Transactions aggregate fees and this Amendment out-of-pocket expenses paid by the Borrower in connection with the borrowings under the ABL Facilities and any other legal matters relating the related bank amendments and (ii) the Borrower shall apply 50% of the Net Cash Proceeds of incurrences or issuances of Senior Subordinated-Lien Indebtedness to prepay loans under the Loan PartiesUS Term Facility Agreement. (g) The US Term Facility Agreement, the Loan Documents ABL Facilities Agreement and the European Facilities Agreement shall have been or the Tenth Amendment Transactions and this Amendment, all shall simultaneously be amended in form and substance a manner reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed Agent to permit the incurrence, issuance and delivered that certain Tenth Amendment Fee Lettersale of Senior Subordinated-Lien Indebtedness and the other transactions contemplated hereby, in form and substance reasonably satisfactory each case in a manner substantially corresponding to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant amendments to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, includingAgreement effected hereby, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) applicable. The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and notify the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) when it determines that the Collateral and Guarantee Requirement has foregoing conditions have been satisfied and (y) compliance with the conditions set forth in paragraphs (a) that this Amendment has become fully effective, and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding upon the Lenders.

Conditions Precedent to Effectiveness. This Amendment, and the obligation The obligations of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, make Loans hereunder shall not become effective on until the first date (the “Tenth Amendment Effective "Closing Date”") when on which each of the following conditions precedent have been is satisfied: (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent Lender shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letterfollowing, in form and substance reasonably satisfactory to such Lender and its special counsel: (i) this Agreement, duly executed by the Administrative Agent, to the Administrative AgentBorrowers; (gii) each of the following Notes: (1) a Mortgage Note or Notes, each substantially in the form of Exhibit 5.1(a)(ii)(1), payable to such Lender, duly executed by the Borrowers in the aggregate stated amount of such Lender's Non-Mortgage Commitment and in such denomination(s) as may be specified for such Lender in Schedule A; and (2) a Non-Mortgage Note or Notes, each substantially in the form of Exhibit 5.1(a)(ii)(2), payable to such Lender, duly executed by the Borrowers in the aggregate stated amount of such Lender's Mortgage Commitment and in such denomination(s) as may be specified for such Lender in Schedule A; (iii) an Assignment of Leases and Rents substantially in the form of Exhibit 5.1(a)(iii) (the "Assignment of Leases and Rents"), duly executed by the NYC Property Operating Subsidiaries; (iv) a Servicing Agreement between the Servicer and the Borrowers, substantially in the form of Exhibit 5.1(a)(iv) (the "Servicing Agreement"), duly executed by the Borrowers; (v) a Mortgage Agreement by the NYC Property Operating Subsidiaries, substantially in the form of Exhibit 5.1(a)(v) (the "NYC Property Mortgage"), duly executed by the NYC Property Operating Subsidiaries; (vi) each of the following Pledge Agreements (collectively, the "Pledge Agreements"): (1) a Pledge Agreement by the Parent in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(1) (the "Parent Pledge Agreement"), duly executed by the Parent; (2) a Pledge Agreement by the Green Intermediate Subsidiary in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(2) (the "Green Pledge Agreement"), duly executed by the Green Intermediate Subsidiary; (3) a Pledge Agreement by the Triboro Intermediate Subsidiary in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(3) (the "Triboro Pledge Agreement"), duly executed by the Triboro Intermediate Subsidiary; and (4) a Pledge Agreement by the Jamaica Intermediate Subsidiary in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(4) (the "Jamaica Pledge Agreement"), duly executed by the Jamaica Intermediate Subsidiary; (1) a Tenant's Estoppel Certificate by the NYC Tenant in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vii)(1), with respect to each of the NYC Leases (collectively, the "NYC Tenant's Estoppel Certificates"), each duly executed by the NYC Tenant and (2) an Agreement, substantially in the form of Exhibit 5.1(a)(vii)(2), with respect to each of the NYC Leases (collectively the "NYC Side Agreements") duly executed by the NYC Tenant and the applicable NYC Property Operating Subsidiary; (viii) an ISDA Master Agreement, together with a related schedule and a related confirmation, between the Initial LIBOR Cap Counterparty and the Parent, substantially in the form of Exhibit 5.1(a)(viii) (collectively, the "Initial LIBOR Cap Agreement"), duly executed by the Initial LIBOR Cap Counterparty and the Parent, and assigned by the Parent to the LIBOR Cap SPE with the written consent of the Initial LIBOR Cap Counterparty; (ix) a LIBOR Cap Security Agreement by the LIBOR Cap SPE in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(ix) (the "LIBOR Cap Security Agreement"), duly executed by the Parent; (x) an opinion of Ruskin Moscou Faltischek, P.C., counsel to the Borrowers, dated the Closing Date and covering the matters set forth in Exhibit 5.1(a)(x) and such other matters as any Lender may reasonably request; (xi) an opinion of Xxx Xxxxxx LLP, special counsel to the Lenders, dated the Closing Date and covering such matters as any Lender may reasonably request; (xii) a report by the Lender Environmental Consultant with respect to each NYC Property; (xiii) such land records, Uniform Commercial Code and other lien, judgment, litigation and tax records search reports with respect to the Original Properties, the Borrowers, their predecessors and other Persons as any Lender may reasonably request; and (xiv) such certificates of officers and other representatives of each Borrower as any Lender may reasonably request. (b) Uniform Commercial Code financing statements against each of the Borrowers and the LIBOR Cap SPE, covering all of the Collateral, shall have been duly filed in the appropriate offices. (c) The Administrative Agent Assignment of Leases and Rents and the NYC Property Mortgage shall have been duly recorded in the appropriate land records; and the Lenders shall have received an ALTA mortgagee policy of title insurance (the Initial Budget"Title Policy") issued by First American Title Insurance Company (or another national title insurance company acceptable to the Lenders) in the aggregate face amount of $1,000,000, insuring the NYC Property Mortgage to be, as of the Closing Date, a true and complete copy of which is attached hereto valid first-priority lien on each NYC Property Operating Subsidiary's respective fee simple interest in the NYC Properties (including any easements appurtenant thereto) subject only to the NYC Property Permitted Liens. The Title Policy shall contain such endorsements as Annex A;the Lenders may reasonably require. (hd) The Lenders Separate Private Placement Numbers issued by Standard & Poor's CUSIP Service Bureau (including, in cooperation with the SVO) shall have been obtained for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) Mortgage Notes and the Administrative Agent shall have received all Non-Mortgage Notes. (e) All fees and other amounts due and payable on or prior to the Tenth Amendment Effective Closing Date pursuant to Section 9.2(a) shall have been paid. (f) Each Lender shall have received evidence satisfactory to it that the Credit Agreementshareholder approvals, this Amendment and/or the Tenth Amendment Fee Lettermergers contemplated by the Merger Agreement and the related transactions described in the Proxy Statement as part of the Reorganization shall have been obtained and consummated as described in the Proxy Statement. (g) Each Lender shall have received evidence satisfactory to it that the Debt in favor of Commerce Bank, includingN.A. described in Schedule 6.1(p) shall have been satisfied in full and the Liens securing such Debt shall have been released or will be released in connection with the closing hereunder. (h) All corporate, limited liability company, partnership and other proceedings in connection with the Reorganization and the transactions contemplated by the Loan Documents and all documents and instruments incident to such transactions shall be satisfactory to the extent invoiced, payment or reimbursement of all fees Lenders and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s their special counsel, and each Lender and such special counsel shall have received all such counterpart originals or certified or other copies of such documents as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to may be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof;requested. (i) The Administrative Agent Borrowers shall have received a written opinion (addressed delivered or caused to be delivered to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLPsuch financial, counsel for the Loan Partiesbusiness, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation legal and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsregarding any Borrower, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case as to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificatelegality, dated the Tenth Amendment Effective Date and signed by a Responsible Officer validity, binding effect or enforceability of the Loan PartiesDocuments, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries as any Lender shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correcthave reasonably requested.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Amendment is subject to the truth and the obligation accuracy of the Tenth Amendment Incremental Tranche D Lenders to fund warranties and representations set forth in Sections 5 and 6 below and receipt by the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when Administrative Agent of each of the following conditions precedent have been satisfiedfollowing, each of which shall be in form and substance satisfactory to Administrative Agent: (a) Each of This Amendment, duly executed and delivered by the BorrowersBorrower, the Lenders party hereto (constituting Holdings, the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) Incremental Lenders and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (b) A pro forma Compliance Certificate dated the Second Amendment Effective Date, after giving effect to the Revolving Commitment Increase contemplated by this Amendment; (c) A certificate of the Borrower dated as of the Second Amendment Effective Date signed by an Authorized Officer of the Borrower certifying that, before and after giving effect to the Revolving Commitment Increase and the amendments contemplated by this Amendment (i) the representations and warranties contained in Section 7 of the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, (ii) no Default or Event of Default exists before or after giving effect to the amendments contemplated by this Amendment and (iii) all conditions set forth in Section 6.2 of the Credit Agreement are satisfied as of the Second Amendment Effective Date; (d) For the account of each Revolving Lender that has requested a Note (or a replacement Note) in respect of such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), a Note evidencing such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), duly executed by an Authorized Officer of the Borrower; (e) A Reaffirmation of Obligations Under Credit Documents (the “Reaffirmation”) dated as of the Second Amendment Effective Date duly executed by each Credit Party, in the form of Exhibit I attached hereto; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory A legal opinion addressed to the Administrative AgentAgent and each of the Lenders from Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, Xxxxxxxxx Xxxxxxx, P.A. and Xxxxxxxxx Xxxxx, P.C., counsel to the Credit Parties, which opinions shall be dated the Second Amendment Effective Date and covering such matters relating to the Credit Parties, this Amendment, and the transactions contemplated hereby as the Administrative AgentAgent or the Lenders shall reasonably request; (g) The A certificate, dated as of the Second Amendment Effective Date, signed by the Secretary (or Assistant Secretary) of each Credit Party in the form of Exhibit II attached hereto (together with certifications as to incumbency and signatures of such officers) with appropriate insertions and deletions, together with (i) copies of the articles or certificate of incorporation, the limited liability company agreement, the partnership agreement, any certificate of designation, the by-laws, or other organizational documents of each such Credit Party (or certifications from the applicable Credit Party that such documents have not been amended or otherwise modified in any way since the date such documents were delivered to the Administrative Agent (A) at the closing of the Credit Agreement or (B) when such Credit Party became a party to the Guarantee and Collateral Agreement), (ii) the Lenders shall have received resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate in respect of the Initial Budgetauthorization and approval of the transactions contemplated by this Amendment and (iii) in the case of the certificate delivered by the Borrower, a true statement that (1) all of the applicable conditions set forth in this Section 4 have been satisfied as of such date and complete copy (2) since December 31, 2018, there has not been any change, effect, event, occurrence, state of which is attached hereto as Annex Afacts or development that has had or could reasonably be expected to have a Material Adverse Effect; (h) The Lenders (includingCertified copies of all consents, for approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under applicable law, if any, or by any Contractual Obligation of each Credit Party, in connection with the avoidance execution, delivery, performance, validity and enforceability of doubtthis Amendment or any of the transactions contemplated hereby, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have received expired; (i) The payment of all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreementeffective date of this Amendment, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, including reimbursement or payment or reimbursement of all fees and out-of-pocket expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and to the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be reimbursed or paid by the Borrower hereunder or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to other agreement with the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLPor SunTrust Xxxxxxxx Xxxxxxxx, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative AgentInc.; (j) The Lenders (including, for An Affidavit of Out-Of-State Execution and Delivery regarding the avoidance execution and delivery of doubt, the Tenth Amendment Incremental Tranche D Lenders) Notes and the Administrative Agent shall have received all documentation and other information required documents contemplated by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthis Amendment, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of by the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date;Borrower and notarized; and (k) The Such other documents as the Administrative Agent shall have received a certificate, dated may reasonably request. To the Tenth extent that any notice was required to be delivered or otherwise provided prior to the Second Amendment Effective Date and signed by a Responsible Officer of pursuant to the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 terms of the Credit Agreement; (l) Each FCC License held Agreement in connection with any of the transactions contemplated by this Amendment, including any notices required pursuant to Section 2.14 and Section 2.16, and such notice was not so provided, the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctparties hereto waive the requirement of such notice.

Conditions Precedent to Effectiveness. This Lead Lender and Borrower agree that as conditions precedent to the effectiveness of this Amendment, Lead Lender and Borrower shall have received, delivered, approved or otherwise confirmed as applicable, the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent have been satisfiedfollowing: (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx Lead Lender shall have received this Amendment executed and delivered to the Administrative Agent this Amendmentby Borrower; (b) No Default Lead Lender shall have occurred received the Amended and be continuing under Restated Borrower’s Note in substantially the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation form of the Tenth Amendment Transactions)Exhibit “A” attached hereto; (c) The Administrative Agent Lead Lender shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee an Asset Management Agreement between Tenaska BioFuels LLC and Collateral Agreement Borrower, in form and the other Loan Documents signed on behalf of substance acceptable to Lead Lender, and such partyacceptance by Lead Lender shall not be unreasonably withheld; (d) The Administrative Agent Lead Lender shall have received confirmed receipt of not less than $10,500,000 in proceeds from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such partyBorrower’s Class B Preferred Membership Unit offering; (e) The Administrative Agent Lead Lender shall have received such documents entered into an Intercreditor Agreement with Senior Lender and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all Borrower in form and substance reasonably satisfactory acceptable to Lead Lender (the Administrative Agent;“Intercreditor Agreement”); and (f) The Borrower Representative Lead Lender shall have executed delivered to Borrower and delivered that certain Tenth Amendment Fee LetterBorrower’s Counsel the Dismissal, and such Dismissal shall be signed by Lead Lender’s Counsel; provided, however, in form no event shall the Dismissal be filed until such time as the conditions in Section 6 hereof are fully satisfied or otherwise waived by Lead Lender and substance reasonably satisfactory to in the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubtevent such conditions are not fully satisfied or otherwise waived by Lead Lender, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent Dismissal shall have received all fees and other amounts due and payable on or prior be promptly return to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lead Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctCounsel.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D J Term Lenders to fund make the Tenth Amendment Incremental Tranche D Loans, J Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 13 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent and (iii) the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentJ Term Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment the making of the Tranche J Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including consummation component definitions thereof) and Section 3.13(a) of the Tenth Credit Agreement shall be deemed to be “Amendment No. 13 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions)” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the Tranche J Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Tranche J Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (c) The Administrative Agent shall have received from the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each Loan Party a counterpart case determined as of the Reaffirmation Amendment No. 13 Effective Date after giving effect to the Tranche J Transactions, including the making of Guarantee and Collateral Agreement the Tranche J Term Loans and the other Loan Documents signed on behalf application of such partythe proceeds thereof, shall be no greater than 7.25 to 1.00 and 5.00 to 1.00, respectively; (d) The Administrative the Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) a certificate dated as of the Credit Agreement signed on behalf Amendment No. 13 Effective Date and executed by a Financial Officer of such partythe Borrower with respect to the conditions set forth in clause (b) and (c) above; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating a notice of borrowing with respect to the organization, existence and good standing of each Loan Party, the authorization Tranche J Term Loans in accordance with Section 2.03 of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to Amended Credit Agreement; (f) the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory Agent to the Administrative Agenteffect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Administrative AgentTranche J Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (g) The Administrative the Agent and the Lenders shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Initial Budget, a true and complete copy of which is attached hereto as Annex AAmendment No. 11 Effective Date; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 13 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any Tranche J Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 13 Effective Date;; and (ki) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Tranche J Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 13 Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least one Business Day prior to the Amendment No. 13 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 13 Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Additional Tranche D C Term Lenders to fund make Additional Tranche C Term Loans shall be subject to the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Additional Tranche C Term Loan Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent and (iii) the Tenth Amendment Incremental Additional Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentC Term Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the making of the Tenth Amendment Additional Tranche C Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Additional Tranche C Term Loan Effective Date” in each place they appear in Section 3.13(a) and the word “Transactions)” in Section 3.13(a) shall be deemed to be “Additional Tranche C Transactions”; (c) The Administrative Agent shall have received from each on the Additional Tranche C Term Loan Party a counterpart Effective Date, at the time of and immediately after giving effect to the Additional Tranche C Term Loans and the application of the Reaffirmation of Guarantee proceeds thereof, (i) the Consolidated Net Leverage Ratio shall be no greater than 6.50 to 1.00 and Collateral Agreement and (ii) the other Loan Documents signed on behalf of such partyConsolidated Secured Net Debt Ratio shall be no greater than 4.25 to 1.00; (d) The Administrative the Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) a certificate dated as of the Credit Agreement signed on behalf Additional Tranche C Term Loan Effective Date and executed by a Financial Officer of such partythe Borrower with respect to the conditions set forth in paragraphs (b) and (c) above; (e) The Administrative the Agent shall have received such documents a notice of borrowing in accordance with Section 2.03 and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization Section 2.24(a) of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative AgentCredit Agreement; (f) The Borrower Representative the Agent, on behalf of itself, the arrangers of the Additional Tranche C Term Loans, the Lenders and the Issuing Bank, shall have executed and delivered that certain Tenth Amendment Fee Letter, received a solvency opinion in form and substance and from an independent investment bank or valuation firm reasonably satisfactory to the Administrative Agent, Agent to the Administrative Agenteffect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Additional Tranche C Transactions, are solvent; (g) The Administrative the Agent and the Lenders shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Initial Budget, a true and complete copy of which is attached hereto as Annex ARestatement Date; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least five Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Additional Tranche C Term Loan Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or any Additional Tranche C Term Lender as of such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date;date; and (ki) The Administrative the Agent shall have received a certificate, dated all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Additional Tranche C Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Borrower on the Additional Tranche C Term Loan Parties Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby to the extent invoiced on or prior to the date hereof. The Agent shall notify the Borrower and the Lenders of the Additional Tranche C Term Loan Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This AmendmentThe effectiveness of this Agreement, the obligations of the 2018 New Term Lenders to make the 2018 New Term Loans, the agreements of the Consenting Revolving Credit Lenders under Section 3 hereof, and the obligation obligations of the Tenth Amendment Incremental Tranche D Additional Revolving Credit Lenders to fund provide the Tenth Amendment Incremental Tranche D Loans, Additional Revolving Credit Commitments shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 5 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the BorrowersBorrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2018 New Term Lenders, (iv) the Consenting Revolving Credit Lenders, (v) the Additional Revolving Credit Lenders party hereto and (vi) Lenders constituting the Required Lenders, determined Lenders (immediately prior to giving effect to the Tenth Amendment Transactions) making of the 2018 New Term Loans and the Tenth Amendment Incremental consummation of the Tranche D Xxxxxxx shall have executed E Refinancing and delivered to the Administrative Agent this AmendmentTranche F Refinancing); (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the Additional Revolving Credit Commitments and the making of the Tenth 2018 New Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 5 Effective Date” in each place they appear therein, the words “Second Restatement Transactions)” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2018 Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Amendment No. 5 Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the conditions set forth in paragraph (b) above; (d) The Administrative the Agent shall have received from a notice of borrowing with respect to each of (i) the Borrowers any notes required pursuant to New Tranche E Term Loans and (ii) the New Tranche F Term Loans in accordance with Section 2.06(c2.03 and Section 2.26(a) of the Credit Agreement signed on behalf of such partyAgreement; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all a solvency certificate in form and substance reasonably satisfactory to the Administrative AgentAgent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2018 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) The Borrower Representative the Agent shall have executed received legal opinions, board resolutions and other closing certificates consistent with those delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to on the Administrative Agent, to the Administrative AgentFebruary 2018 Refinancing Facility Effective Date; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 5 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership RegulationAgent, including, without limitation, a duly executed IRS Form W-9 (any 2017 Refinancing Term Lender or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any Additional Revolving Credit Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 5 Effective Date;; and (kh) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of 2018 New Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 5 Effective Date in connection with this Agreement and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Amendment No. 5

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement shall be subject to the satisfaction or waiver by each Continuing Revolving Credit Lender and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each Additional Revolving Credit Lender of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 8 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent, (iii) the Continuing Revolving Credit Lenders and (iv) the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentAdditional Revolving Credit Lenders; (b) No Default shall have occurred on and be continuing under as of the Amendment No. 8 Effective Date, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation satisfied; provided that, for purposes of the Tenth condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 8 Effective Date” in each place they appear therein, the words “Second Restatement Transactions)” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2021 Revolving Facility Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Amendment No. 8 Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the conditions set forth in paragraph (b) above; (d) The Administrative the Agent shall have received from legal opinions, board resolutions and other closing certificates consistent with those delivered on the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such partyAmendment No. 7 Effective Date; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organizationreceived, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 8 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any Revolving Credit Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 8 Effective Date;; and (kf) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arranger of the Loan Parties, confirming (x) that extension of the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Revolving Credit Commitments or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 8 Effective Date in connection with this Agreement and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Amendment No. 8

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, Agreement shall become effective on the first date (the “Tenth Amendment Effective Date”) when on which each of the following conditions precedent have has been satisfiedsatisfied or waived in accordance with Section 10.06: (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to receipt by the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from following documents, each Loan Party a counterpart of dated the Reaffirmation of Guarantee Effective Date unless otherwise indicated, and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement and the Fee Letter by each of the parties hereto and thereto; (fii) The [Reserved] (iii) an opinion of Loyens & Loeff, special Netherlands counsel to Holdings 2; (iv) an opinion of XxXxxxxx Xxxxxxx LLC , special Ohio counsel to Initial Borrower; (v) an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Initial Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letterthe Effective Date Guarantors; (vi) an opinion of XxXxxx XxxxXxxxxx, in form and substance reasonably satisfactory special Irish counsel to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (jvii) The Lenders a certificate (includingsigned by a director) of each of the Effective Date Guarantors certifying (w) that the borrowing or guaranteeing the Commitments will not cause any borrowing, guarantee or similar limits binding on such Effective Date Guarantor to be exceeded, (x) certifying that such Effective Date Guarantor has complied with the provisions of Section 60 of the Act in order to enable such Effective Date Guarantor to enter into this Agreement and perform its obligations under this Agreement, (y) certifying that neither such Effective Date Guarantor, nor any director or Secretary of such Effective Date Guarantor is a company or a person to whom Chapter I or Chapter II of Part VII of the 1990 Act applies and (z) certifying that the prohibition contained in Section 31 of the 1990 Act does not apply to this Agreement as such Effective Date Guarantor forms part of a group of companies within the meaning of Section 35 of the 1990 Act; provided, that only Parent shall provide the certifications set forth in clauses (x), (y) and (z) above; (viii) certified copies of (x) the organizational or constitutional document of Initial Borrower and each Effective Date Guarantor, (y) resolutions evidencing the authority for and the avoidance validity of doubtthis Agreement, and, in the case of Initial Borrower, the Tenth Amendment Incremental Tranche D LendersNotes and (z) all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to this Agreement and, in the case of the Borrower, the Notes; (ix) an officer’s certificate of Initial Borrower and each Effective Date Guarantor, certifying the names and true signatures of the officers of such Credit Party authorized to sign this Agreement (and, in the case of the Borrower, the Notes) and the other documents to be delivered hereunder; (x) (A) a letter of status from the Companies Registration Office of Ireland dated a date reasonably close to the Effective Date as to the status of Parent together with a copy of the board minutes of the Company appointing each of Xxxx XxXxxxx and Xxxxxx Xxxxx as directors and a certified copy of the constitution documents of Parent as of the Effective Date and (B) an (i) up-to-date extract from the trade register of the Dutch chamber of commerce of Holdings 2 or (ii) if such extract is not yet available, a true and complete copy of the resolutions duly adopted by the sole shareholder of Holdings 2 dated May 20 2012, appointing X.X. XxXxxxx as director A and Intertrust (Netherlands) B.V. as director B of Holdings 2; (xi) a certificate from the Secretary of State of Ohio dated a date reasonably close to the Effective Date as to the good standing of and organizational documents filed by Initial Borrower; and (xii) a certificate of Initial Borrower certifying that (A) no Default as of the Effective Date has occurred and is continuing, and (B) the representations and warranties contained in Article 4 are true and correct in all material respects on and as of the Effective Date as if made on and as of such date. (b) [Reserved] (c) the Administrative Agent shall have received all documentation and other information required a copy, certified by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsInitial Borrower, including of the USA PATRIOT Act Press Release and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) Transaction Agreement. The Administrative Agent shall promptly notify the Borrower and the Banks of the Borrowers, in each case to occurrence of the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The , and such notice shall be conclusive and binding on all parties hereto. Without limiting the generality of Section 7.04, for purposes of determining compliance with the conditions specified in this Section 3.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received a certificate, dated notice from such Bank prior to the Tenth Amendment proposed Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctspecifying its objection thereto.

Conditions Precedent to Effectiveness. This Amendment, and The effectiveness of this Loan Modification Agreement shall be subject to the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Loan Modification Effective Date”): (a) Each the Agent shall have received counterparts of this Loan Modification Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent and (iii) the Tenth Amendment Incremental Accepting Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentC Term Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the transactions contemplated hereby, each of the Tenth Amendment conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “the Loan Modification Effective Date” in each place they appear therein, the words “Second Restatement Transactions)” in Section 3.13(a) of the Credit Agreement shall be deemed to be “transactions contemplated by this Loan Modification Agreement”, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Loan Modification Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the condition set forth in paragraph (b); (d) The Administrative the Agent shall have received from legal opinions, board resolutions and other closing certificates consistent with those delivered on the Borrowers any notes required pursuant 2015 Effective Date; and (e) the Agent shall have received (i) for the account of each Accepting Tranche C Term Lender, an extension fee in an amount equal to 0.50% of the aggregate principal amount of the Extended Tranche C Term Loans of such Accepting Tranche C Term Lender and (ii) all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arranger of the transactions contemplated hereby or by Section 2.06(c) 9.03 of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and or by any other legal matters relating Loan Document to be reimbursed by the Borrower on the Loan Parties, the Modification Effective Date in connection with this Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent Modification Agreement and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, transactions contemplated hereby to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company invoiced at least one (1) Business Day prior to the Tenth Amendment Loan Modification Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) . The Administrative Agent shall have received a written opinion (addressed to notify the Administrative Agent Borrower and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan PartiesModification Effective Date, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This Amendment, and the obligation The obligations of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, parties hereto set forth in Sections 1 and 2 hereof shall become effective on immediately upon the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent shall first have been satisfied:satisfied (which may be satisfied concurrently with the Effective Date): (a) Each each of the Borrowers, the Lenders party parties hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentAgreement; (b) No Default shall have occurred on the Effective Date (both before and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactionsthereto), no US Dollar RCF Loans, Swingline Loans or US Dollar RCF Payment Amounts shall be outstanding; (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent LCPI shall have received from the Borrowers any notes required pursuant payment in immediately available funds of all reasonable costs and expenses and all other amounts due and payable to Section 2.06(c) it as the Existing Administrative Agent through the Effective Date in accordance with the terms of the Credit Loan Documents and this Agreement signed (including reasonable fees and expenses of counsel); (d) DBNY shall have confirmed in writing that it has received from LCPI all documentation described on behalf of such partySchedule 1 hereto; (e) The DBNY shall have confirmed in writing that it has received the items set forth on Schedule 2 hereto, to the extent constituting possessory Collateral; and (f) the Borrowers shall have reimbursed the Successor Administrative Agent for all reasonable fees, costs and out-of-pocket expenses incurred by it in connection with the preparation, execution and delivery of the Second Amendment and this Agreement (including reasonable attorneys’ fees); and (g) (x) DBNY shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization a copy of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to Second Amendment, duly executed by the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Existing Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubtExisting Swing Line Lender, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Required Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLPeach US Dollar RCF Lender, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth Second Amendment Effective Date (as defined in paragraphs (athe Second Amendment) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correcthave occurred.

Conditions Precedent to Effectiveness. This Amendment, and the obligation The obligations of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, parties hereto set forth in Sections 1 and 2 hereof shall become effective on immediately upon the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent shall first have been satisfied:satisfied (which may be satisfied concurrently with the Effective Date): (a) Each each of the Borrowers, the Lenders party parties hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentAgreement; (b) No Default each of the parties hereto shall have occurred executed and be continuing under delivered the Credit Agreement immediately prior transfer and assignment agreements relating to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the Foreign Security Documents listed on Part II of the Tenth Amendment Transactions)Schedule 1 hereto; (c) The Administrative Agent DBTCA shall have confirmed in writing that, to its knowledge, it has received from each Loan Party a counterpart Bank of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed America all documentation described on behalf of such partySchedule 2 hereto; (d) The Administrative Agent DBTCA shall have confirmed in writing that it has received the items set forth on Schedule 3 hereto (other than the certificate issued by BreakFive, LLC), to the extent constituting possessory Collateral; (e) Bank of America shall have received from the Borrowers any notes required pursuant to Section 2.06(c) Borrower payment in immediately available funds of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents all reasonable costs and certificates as the Administrative Agent may reasonably request relating to the organizationexpenses, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to it as the Tenth Amendment Existing Administrative Agent through the Effective Date pursuant to in accordance with the Credit Agreement, terms of the Loan Documents and this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all Agreement (including reasonable fees and expenses of counsel); (f) the Borrower shall have reimbursed the Successor Administrative Agent for all reasonable fees, costs and out-of-pocket expenses incurred by it in connection with the preparation, execution and delivery of Amendment Xx. 0, Xxxxxxxxx Xx. 0 and this Agreement (including reasonable attorneys’ fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof); (ig) The Administrative Agent all Swingline Loans outstanding on the Effective Date (if any) shall have been repaid in full, together with all accrued but unpaid interest thereon; and (h) DBTCA shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth copy of Amendment Effective Date) of Xxxxxx & Xxxxxxx LLPNo. 2, counsel for duly executed by the Loan Parties, in form and substance reasonably satisfactory to the Existing Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) Existing Collateral Agent, the Existing Swingline Lender and the Administrative Agent Existing Issuing Bank, and the Amendment No. 2 Effective Date (as defined in the Amendment No. 2) shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctoccurred.

Conditions Precedent to Effectiveness. This Amendment, Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D Lenders to fund provide the Tenth Amendment Incremental Tranche D Loans, shall become effective on Term Loans are subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction of the following conditions precedent have been satisfied:(upon satisfaction of such conditions, such date being referred to herein as the “Incremental Facility No. 1 Effective Date”): (ai) Each of All fees required to be paid on the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Facility No. 1 Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment 2017 Incremental Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees Letters and reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed on the Incremental Facility No. 1 Effective Date pursuant to the commitment letter, dated as of May 18, 2017, by any Loan Party under any Loan Document or Section 10 hereof;and among the Borrowers and Owl Rock (the “2017 Incremental Commitment Letter”), shall, upon the borrowing of the 2017 Incremental Term Loans, have been paid (which amounts may be offset against the proceeds of the 2017 Incremental Term Loans). (iii) The Administrative Agent Specified Acquisition Agreement Representations (as defined below) shall have received be true and correct and the Specified Representations (as defined below) shall be true and correct in all material respects (without duplication of any materiality qualifiers therein and except in the case of any Specified Representation which expressly relates to a written opinion given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). For purposes of this Agreement, (addressed x) “Specified Acquisition Agreement Representations” shall mean the representations and warranties in the Acquisition Agreement made by the Target, the Seller and their respective subsidiaries that are material to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) interests of the BorrowersIncremental Lenders, in each case but only to the extent requested in writing at least seven that the Borrowers have (7and/or their applicable affiliate has) days prior the right to terminate the Borrowers’ (and/or its) obligations under the Acquisition Agreement or the right not to consummate the Acquisition pursuant to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer terms of the Loan Parties, confirming (x) that Acquisition Agreement as a result of a breach of such representations and warranties in the Collateral and Guarantee Requirement has been satisfied Acquisition Agreement and (y) compliance with “Specified Representations” shall mean the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.Sections 5.01(a), 5.01(b)(ii) (solely as it relates to the due

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D 2020 Refinancing Term Lenders to fund make the Tenth Amendment Incremental Tranche D Loans, 2020 Refinancing Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 7 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the BorrowersBorrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2020 Refinancing Term Lenders party hereto and (iv) Lenders constituting the Required Lenders, determined Lenders (immediately prior to giving effect to the Tenth Amendment Transactions) making of the 2020 Refinancing Term Loans and the Tenth Amendment Incremental consummation of the Tranche D Xxxxxxx shall have executed E Refinancing, the Tranche F Refinancing and delivered to the Administrative Agent this AmendmentTranche G Refinancing); (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the making of the Tenth 2020 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 7 Effective Date” in each place they appear therein, the words “Second Restatement Transactions)” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2020 Refinancing Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Amendment No. 7 Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the conditions set forth in paragraph (b) above; (d) The Administrative the Agent shall have received from a notice of borrowing with respect to each of (i) the Borrowers any notes required pursuant to Tranche E Refinancing Term Loans, (ii) the Tranche F Refinancing Term Loans and (iii) the Tranche G Refinancing Term Loans in accordance with Section 2.06(c2.03 and Section 2.26(a) of the Credit Agreement signed on behalf of such partyAgreement; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all a solvency certificate in form and substance reasonably satisfactory to the Administrative AgentAgent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2020 Refinancing Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) The Borrower Representative the Agent shall have executed received legal opinions, board resolutions and other closing certificates consistent with those delivered that certain Tenth on the Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative AgentNo. 6 Effective Date; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 7 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any 2020 Refinancing Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 7 Effective Date;; and (kh) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of 2020 Refinancing Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 7 Effective Date in connection with this Agreement and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Amendment No. 7

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D Additional Revolving Credit Lenders to fund provide the Tenth Amendment Incremental Tranche D Loans, Additional Revolving Credit Commitments shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 6 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the BorrowersBorrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Additional Revolving Credit Lenders party hereto and (iv) Lenders constituting the Required Lenders, determined Revolving Lenders (immediately prior to after giving effect to the Tenth Amendment Transactions) and effectiveness of the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentAdditional Revolving Credit Commitments); (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the Additional Revolving Credit Commitments, each of the Tenth conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 6 Effective Date” in each place they appear therein, the words “Second Restatement Transactions)” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2019 Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Amendment No. 6 Effective Date and executed by a Financial Officer of Guarantee the Borrower with respect to the conditions set forth in paragraph (b) above and Collateral Agreement paragraphs (h), (i) and the other Loan Documents signed on behalf of such party(l) below; (d) The Administrative the Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all a solvency certificate in form and substance reasonably satisfactory to the Administrative AgentAgent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2019 Transactions, are solvent; (e) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 5 Effective Date; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 6 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any Additional Revolving Credit Lender at least seven (7) ten days prior to the Tenth Amendment No. 6 Effective Date; (g) the Agent shall have received reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Additional Revolving Credit Commitments or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 6 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Amendment No. 6 Effective Date; (h) the Acquisition shall be consummated substantially simultaneously with the Amendment No. 6 Effective Date in accordance in all material respects with the Merger Agreement, without giving effect to any amendment, waiver or other modification thereof, or consent thereunder, that would be materially adverse to the Additional Revolving Credit Lenders or the arrangers of the Additional Revolving Credit Commitments, unless approved in writing by the Agent, which approval may not be unreasonably withheld or delayed; (i) all amounts due or outstanding in respect of the Company’s existing senior secured credit agreement shall have been (or substantially simultaneously with the Amendment No. 6 Effective Date shall be) paid in full, all commitments in respect thereof terminated and all guarantees thereof and security therefor discharged and released. With respect to the 3.625% senior notes due 2023 issued by TA MFG Limited, such notes shall have been (or within one Business Day of the Amendment No. 6 Effective Date shall be) redeemed, repurchased or otherwise paid in full or the indenture with respect thereto shall have been discharged; (j) the Agent shall have received (a) U.S. GAAP audited consolidated balance sheets and related statements of income, shareholders’ equity and cash flows of each of Holdings and the Company for the 2016, 2017 and 2018 fiscal years and (b) U.S. GAAP unaudited consolidated balance sheets and related statements of income and cash flows of each of Holdings and the Company for each fiscal quarter after the latest fiscal year referred to in clause (a) above ended at least 45 days before the Amendment No. 6 Effective Date; (k) The Administrative the Agent shall have received a certificatepro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of Holdings, dated on a consolidated basis, as of and for the Tenth Amendment Effective Date and signed by a Responsible Officer twelve-month period ending on the last day of the Loan Partiesmost recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to Section 4(j) above, confirming prepared after giving effect to the Acquisition as if the Acquisition had occurred as of such date (xin the case of such balance sheet) that or at the Collateral and Guarantee Requirement has been satisfied and beginning of such period (y) compliance with in the conditions set forth in paragraphs (a) and (b) case of Section 4.03 of the Credit Agreement;such other financial statements); and (l) Each FCC License held by since the Loan Parties date of the Merger Agreement, no Company Material Adverse Effect (as defined in the Merger Agreement as in effect on the date of execution thereof) shall have occurred and their Subsidiaries be continuing. The Agent shall notify the Borrower and the Lenders of the Amendment No. 6 Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This AmendmentThe effectiveness of this Agreement, the conversion of the Tranche G Term Loans of the Accepting Tranche G Term Lenders pursuant to the Tranche G Term Loan Modification and the obligation obligations of the Tenth Amendment Incremental Tranche D 2022 Refinancing Term Lenders to fund make the Tenth Amendment Incremental Tranche D Loans, 2022 Refinancing Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 10 Effective Date”): (a) Each the Successor Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agents, (iii) the Accepting Tranche G Term Lenders and (iv) the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment2022 Refinancing Term Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment the Tranche G Term Loan Modification and the making of the 2022 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including consummation component definitions thereof) and Section 3.13(a) of the Tenth Credit Agreement shall be deemed to be “Amendment No. 10 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions)” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the 2022 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “2022 Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2020, 2021 and 2022” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (c) The Administrative the Successor Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Amendment No. 10 Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the conditions set forth in paragraph (b) above; (di) The Administrative the Successor Agent shall have received from a notice of borrowing with respect to the Borrowers any notes required pursuant Extended Tranche G Term Loans and the 2022 Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche G Term Loans to be prepaid on the Amendment No. 10 Effective Date in accordance with Section 2.06(c2.09(b) of the Credit Agreement signed on behalf of such partyAgreement; (e) The Administrative the Successor Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all a solvency certificate in form and substance reasonably satisfactory to the Administrative AgentSuccessor Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2022 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) The Borrower Representative the Successor Agent shall have executed received legal opinions, board resolutions and other closing certificates consistent with those delivered that certain Tenth on the Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative AgentNo. 9 Effective Date; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Successor Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 10 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership RegulationSuccessor Agent, including, without limitation, a duly executed IRS Form W-9 (any Accepting Tranche G Term Lender or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any 2022 Refinancing Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 10 Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (mh) the Agents and GS, as an arranger of the Tranche G Term Loan Modification and the 2022 Refinancing Term Loans, as applicable, shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and GS or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 10 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least one Business Day prior to the Amendment No. 10 Effective Date). The representations Successor Agent shall notify the Borrower and warranties set forth in Section 4 the Lenders of the Amendment No. 10 Effective Date, and such notice shall be true conclusive and correctbinding.

Conditions Precedent to Effectiveness. This Amendment(a) The resignation of the Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the obligation of other matters contemplated in Article I above and the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, Section 2(a) Amendments shall become effective on the first date (the “Tenth Third Amendment Effective Date”) when and at the time (the “Section 2(a) Amendments Effective Time”) on and at which each of the following conditions precedent have been satisfiedis satisfied or waived: (a1) Each of the BorrowersParent Borrower, the Lenders party hereto (constituting OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Required Lenders, determined immediately prior to giving effect to the Tenth Lenders have each delivered a duly executed counterpart of this Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment;Agent. (b) No Default The Section 2(b) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(b) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: (1) the Section 2(a) Amendments Effective Time shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions)occurred; (c2) The the Administrative Agent shall have received from duly executed Increase Supplements (if any) and/or Lender Joinder Agreements (if any) evidencing Supplemental Term Loan Commitments in an aggregate amount of $275,000,000 (which such condition shall be deemed satisfied hereunder by the execution of the Amended and Restated Credit Agreement by the parties thereto and delivery thereof to the Administrative Agent); (3) each Loan Party Guarantor shall have delivered a duly executed counterpart of the Reaffirmation of Guarantee acknowledgment and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant consent attached to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to (the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory “Acknowledgment”) to the Administrative Agent; (f4) The Borrower Representative the Administrative Agent shall have executed received (A) true and delivered that certain Tenth complete copies of resolutions of the board of directors or a duly authorized committee thereof of each of the Borrowers approving and authorizing the execution, delivery and performance of this Third Amendment, and the performance of the Credit Agreement as amended by this Third Amendment, certified as of the Third Amendment Fee LetterEffective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and effect without modification or amendment and (B) a good standing certificate (or the equivalent thereof) for each of the Borrowers from its jurisdiction of formation; (5) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, to of the Administrative Agent; (g) The Administrative Agent and Parent Borrower dated as of the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Third Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming Parent Borrower certifying as to the matters set forth in clauses (x6) that the Collateral and Guarantee Requirement has been satisfied and (y7) compliance with below; (6) each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date; and (7) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or after giving effect to the effectiveness hereof. (c) The Section 2(c) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(c) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: (1) the Section 2(b) Amendments Effective Time shall have occurred; (2) the Initial Term Loans outstanding immediately prior to the effectiveness of the Section 2(b) Amendments on the Third Amendment Effective Date shall have been repaid in full to the Existing Administrative Agent for the benefit of the Lenders; and (3) the conditions set forth in paragraphs (a) and (b) of Section 4.03 6.1 of the Amended and Restated Credit Agreement; (l) Each FCC License held Agreement shall have been satisfied or waived. The making of the initial Extensions of Credit by the Loan Parties Lenders on the Third Amendment Effective Date shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties each Lender that each of the conditions precedent set forth herein and in Section 4 6.1 of the Amended and Restated Credit Agreement shall be true and correcthave been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. This AmendmentNotwithstanding any other provisions of this First Amendment Agreement to the contrary, and the obligation amendments described in Sections 1 through 3 of this First Amendment Agreement (collectively, the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, “Document Amendments”) shall not become effective on the first date (the “Tenth Amendment Effective Date”) when until each of the following conditions precedent have set forth in this Section 4 has been satisfied: satisfied (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect in each case to the Tenth Amendment Transactionssatisfaction of Aegis) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all waived in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (includingwriting by Aegis; provided, for the avoidance of doubt, that upon becoming effective, the Tenth Amendment Incremental Tranche D LendersDocument Amendments shall be deemed effective, with full force and effect, as of the Effective Date: (a) and the Administrative Agent Aegis shall have received all fees and other amounts due and payable on or prior to the Tenth this First Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees duly executed and expenses (including reasonable fees, charges delivered by Eastside and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereofCraft Canning; (ib) The Administrative Agent Aegis shall have received a written opinion (addressed to the Administrative Agent Debt Satisfaction Agreement, duly executed and delivered by Eastside, the Bigger Funds, LDI, TQLA and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan PartiesSPV, in form and substance reasonably satisfactory to the Administrative AgentAegis; (jc) The Lenders (includingtransactions contemplated to occur at the closing of the Debt Satisfaction Agreement, for the avoidance of doubtincluding without limitation, the Tenth Amendment Incremental Tranche D Lendersissuance by Eastside to the Bigger-Aegis SPV of 296,722 shares of Common Stock and 200,000 shares of SC Preferred Stock, shall have been consummated; (d) and the Administrative Agent Aegis shall have received all documentation the Bigger-Aegis-LD Intercreditor Agreement, duly executed and other information required delivered by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsEastside, including the USA PATRIOT Act Craft Canning, Aegis and the Beneficial Ownership RegulationBigger Funds, in form and substance satisfactory to Aegis; (e) Bigger shall have received the A&R Aegis Senior Note, duly executed and delivered by Exxxxxxx; (f) Aegis shall have received the A&R Note Guaranty, duly executed and delivered by Craft Canning; (g) Eastside and Craft Canning shall have delivered to Aegis copies of the following, in each case certified by a duly authorized officer: (i) As to each of Eastside and Craft Canning, resolutions authorizing the execution, delivery and performance by Eastside of this First Amendment Agreement and any other documents executed by Eastside and/or Craft Canning in connection herewith (including, without limitation, a duly executed IRS Form W-9 the Bigger-Aegis Intercreditor Agreement); and (or such other applicable IRS formii) Certificates of the Borrowersappropriate government officials of the state of incorporation or organization of each of Eastside and Craft Canning, in each case as applicable, as to the extent requested in writing at least seven (7) existence and good standing of Eastside and Craft Canning, each dated within 30 days prior to the Tenth Amendment Effective Datedate hereof; (kh) The Administrative Agent Aegis shall have received a certificatesuch other instruments and documents incidental and appropriate to the transactions provided for herein as Aegis or its counsel may reasonably request, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries all such documents shall be in full force form and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctsubstance satisfactory to Aegis.

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become be effective on the first date (the “Tenth Amendment Effective Date”) when upon which the Administrative Agent receives each of the following conditions precedent have been satisfieditems: (a) Each counterparts of this Amendment executed by the BorrowersCompany, the Lenders party hereto (constituting the Administrative Agent, and Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred the Guarantors’ Consent and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions)executed by each Guarantor; (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably evidence satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders that Northstar Parent has acquired the Acquired Subsidiaries from the Sellers in accordance with the Purchase and dated Sale Agreement and on terms and conditions reasonably satisfactory to the Tenth Amendment Effective DateAdministrative Agent and the Lenders; (d) of Xxxxxx & Xxxxxxx LLPan agreement executed by CNL Income Northstar, counsel for the Loan PartiesLLC, CNL Income Northstar Commercial, LLC, and CNL Income Northstar TRS Corp., in form and substance reasonably satisfactory to the Administrative AgentAgent and the Lenders, consenting to the Northstar Acquisition; (je) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership RegulationPermitted Acquisition Delivery Requirements, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) written description of the BorrowersNorthstar Acquisition (including the funding sources, in each case the Purchase Price, and calculations demonstrating pro forma compliance with the terms and conditions of the Loan Papers after giving effect to the extent requested in writing at least seven Northstar Acquisition (7) days prior to including compliance with the Tenth Amendment Effective Dateapplicable financial covenants)), and a copy of the fully-executed Purchase and Sale Agreement; (kf) The Officers’ Certificates for the Restricted Companies (i) attaching resolutions authorizing the transactions contemplated hereby, (ii) certifying that no changes have been made to the Restricted Companies’ respective articles of incorporation or organization, bylaws, or operating agreements since the date such documents were previously provided to the Administrative Agent shall have received Agent, as applicable, (iii) listing the names and titles of the Responsible Officers, and (iv) providing specimen signatures for such Responsible Officers; and (g) a certificate, dated the Tenth Amendment Effective Date and certificate signed by a Responsible Officer certifying (i) that as of the Loan Parties, confirming Effective Date (xA) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 all of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth of the Companies in Section 4 the Loan Papers are true and correct in all material respects (unless they specifically refer to an earlier date, in which case they shall be true and correctcorrect as of such earlier date, or are based on facts which have changed by transactions contemplated or permitted by the Credit Agreement), and (B) no Default or Potential Default exists under the Credit Agreement or would result from the execution and delivery of this Amendment, and (ii) the aggregate purchase price of the Northstar Acquisition.

Conditions Precedent to Effectiveness. This Amendment, 3.The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Additional Tranche D F Term Lenders to fund make Initial Additional Tranche F Term Loans shall be subject to the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Initial Additional Tranche F Term Loan Effective Date”): (ai) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent and (iii) the Tenth Amendment Incremental Additional Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentF Term Lenders; (bii) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the making of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart Initial Additional Tranche F Term Loans and the application of the Reaffirmation proceeds thereof, each of Guarantee the conditions set forth in Section 4.01(b) and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c4.01(c) of the Credit Agreement signed shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Initial Additional Tranche F Term Loan Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “Additional Tranche F Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be deemed to be “(assuming for purposes hereof that the 2016 Specified Dividend is made on behalf of such partythe Additional Tranche F Term Loan Effective Date)”; (eiii) The Administrative the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Initial Additional Tranche F Term Loan Effective Date after giving effect to the Additional Tranche F Transactions, including the making of the Additional Tranche F Term Loans and the application of the proceeds thereof, shall be no greater than 7.25 to 1.00 and 4.25 to 1.00, respectively; (iv) the Agent shall have received such documents a certificate dated as of the Initial Additional Tranche F Term Loan Effective Date and certificates as executed by a Financial Officer of the Administrative Agent may reasonably request relating Borrower with respect to the organization, existence conditions set forth in paragraphs (b) and good standing (c) above; (v) the Agent shall have received a notice of each Loan Party, borrowing with respect to the authorization Initial Additional Tranche F Term Loans in accordance with Section 2.03 and Section 2.24(a) of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to Credit Agreement; (vi) the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative AgentAgent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Additional Tranche F Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (fvii) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees legal opinions, board resolutions and other amounts due and payable closing certificates consistent with those delivered on or the Second Restatement Date; (viii) the Agent shall have received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Initial Additional Tranche F Term Loan Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any Additional Tranche F Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment Initial Additional Tranche F Term Loan Effective Date;; and (kix) The Administrative the Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied payment of all fees set forth in Section 4(a) hereof and (y) compliance with payment of all fees and reimbursement of all expenses separately agreed in writing by the conditions set forth in paragraphs (a) Borrower and (b) the arrangers of the Additional Tranche F Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Borrower on the Initial Additional Tranche F Term Loan Parties Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Initial Additional Tranche F Term Loan Effective Date. The Agent shall notify the Borrower and the Lenders of the Initial Additional Tranche F Term Loan Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Amendment is subject to the truth and the obligation accuracy of the Tenth Amendment Incremental Tranche D Lenders to fund warranties and representations set forth in Sections 5 and 6 below and receipt by the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when Administrative Agent of each of the following conditions precedent have been satisfiedfollowing, each of which shall be in form and substance satisfactory to Administrative Agent: (a) Each of the BorrowersThis Amendment, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have duly executed and delivered to by the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organizationBorrower, existence and good standing of each Loan PartyHoldings, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan PartiesGuarantors party hereto, the Loan Documents or the Tenth Amendment Transactions Required Lenders and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (b) A pro forma Compliance Certificate dated the First Amendment Effective Date, after giving effect to the Revolving Commitment Increase contemplated by this Amendment; (c) A certificate of the Borrower dated as of the First Amendment Effective Date signed by an Authorized Officer of the Borrower certifying that, before and after giving effect to the Revolving Commitment Increase and the amendments contemplated by this Amendment (i) the representations and warranties contained in Section 7 of the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of LEGAL02/36946882v4 such earlier date, (ii) no Default or Event of Default exists before or after giving effect to the amendments contemplated by this Amendment and (iii) all conditions set forth in Section 6.2 of the Credit Agreement are satisfied as of the First Amendment Effective Date; (d) For the account of each Revolving Lender that has requested a Note (or a replacement Note) in respect of such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), a Note evidencing such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), duly executed by an Authorized Officer of the Borrower; (e) A Reaffirmation of Obligations Under Credit Documents (the “Reaffirmation”) dated the First Amendment Effective Date duly executed by each Credit Party, in the form of Exhibit I attached hereto; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory A legal opinion addressed to the Administrative AgentAgent and each of the Lenders from Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, Xxxxxxxxx Xxxxxxx and Xxxxxxxxx Xxxxx, P.C., counsel to the Credit Parties, which opinions shall be dated as of the First Amendment Effective Date and covering such matters relating to the Borrower, Holdings, this Amendment, and the transactions contemplated hereby as the Administrative AgentAgent or the Lenders shall reasonably request; (g) The A certificate, dated as of the First Amendment Effective Date, signed by the Secretary of each Credit Party in the form of Exhibit II attached hereto (together with certifications as to incumbency and signatures of such officers) with appropriate insertions and deletions, together with (i) copies of the articles or certificate of incorporation, the limited liability company agreement, the partnership agreement, any certificate of designation, the by-laws, or other organizational documents of each such Credit Party (or certifications from the applicable Credit Party that such documents have not been amended or otherwise modified in any way since the date such documents were delivered to the Administrative Agent (A) at the closing of the Credit Agreement or (B) when such Credit Party became a party to the Guarantee and Collateral Agreement), (ii) the Lenders shall have received resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate in respect of the Initial Budgetauthorization and approval of the transactions contemplated by this Amendment and (iii) in the case of the certificate delivered by the Borrower, a true statement that (1) all of the applicable conditions set forth in this Section 4 have been satisfied as of such date and complete copy (2) since December 31, 2015, there has not been any change, effect, event, occurrence, state of which is attached hereto as Annex Afacts or development that has had or could reasonably be expected to have a Material Adverse Effect; (h) The Lenders (includingCertified copies of all consents, for approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under applicable law, if any, or by any Contractual Obligation of each Credit Party, in connection with the avoidance execution, delivery, performance, validity and enforceability of doubtthis Amendment or any of the transactions contemplated hereby, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have received expired; (i) The payment of all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit AgreementLEGAL02/36946882v4 effective date of this Amendment, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, including reimbursement or payment or reimbursement of all fees and out-of-pocket expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and to the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be reimbursed or paid by the Borrower hereunder or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to other agreement with the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLPor SunTrust Xxxxxxxx Xxxxxxxx, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative AgentInc.; (j) The Lenders (including, for An Affidavit of Out-Of-State Execution and Delivery regarding the avoidance execution and delivery of doubt, the Tenth Amendment Incremental Tranche D Lenders) Notes and the Administrative Agent shall have received all documentation and other information required documents contemplated by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthis Amendment, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of by the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date;Borrower and notarized; and (k) The Such other documents as the Administrative Agent shall have received a certificate, dated may reasonably request. To the Tenth extent that any notice was required to be delivered or otherwise provided prior to the First Amendment Effective Date and signed by a Responsible Officer of pursuant to the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 terms of the Credit Agreement; (l) Each FCC License held Agreement in connection with any of the transactions contemplated by this Amendment, including any notices required pursuant to Section 2.14 and Section 2.16, and such notice was not so provided, the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctparties hereto waive the requirement of such notice.

Conditions Precedent to Effectiveness. This Amendment, Amendment shall not be effective unless and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when until each of the following conditions precedent have has been satisfied: (a) Each fulfilled to the satisfaction of the Borrowers, Administrative Agent and each of the Lenders party hereto (constituting the Required Lendersdate of such fulfillment, determined immediately prior to giving effect to the Tenth “Second Amendment TransactionsEffective Date”): (a) and the Tenth This Amendment Incremental Tranche D Xxxxxxx shall have been duly executed and delivered to the Administrative Agent this Amendmentby the Borrower and the Lenders, which constitute Majority Lenders; (b) No Default The Administrative Agent shall have occurred received, for the benefit of the Lenders, payment of all accrued and unpaid interest on the Loans since the most recent Payment Date through and including the Second Amendment Effective Date (in an amount equal to $1,505,257.60 with respect to the Tranche A Term Loans and $20,022.95 for the Tranche B Term Loans), which interest shall be continuing under paid “in kind” by adding and capitalizing such amount to the outstanding principal amount of the Tranche A Term Loans or Tranche B Term Loans, as applicable (and the amount so capitalized shall constitute “principal” for all purposes of the Loan Documents from and after the Second Amendment Effective Date); (c) The Borrower shall have paid all costs, fees and expenses of the Administrative Agent and the Lenders, including, without limitation, (x) the fees and out-of-pocket expenses of Xxxxxxxx & Xxxxxxxx LLP, as outside counsel to Administrative Agent and the Oaktree Lenders and (y) the fees out-of-pocket expenses of Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as outside counsel to certain other Lenders; provided that the aggregate amount of such expenses obligated to be paid by the Borrower pursuant to this clause (y) shall not exceed $150,000; (d) The unused portion of the advance payment paid by the Borrower to Sidley Austin LLP shall have been returned to the Borrower (net of $100,000 which may be retained by Xxxxxx Xxxxxx LLP as an advance payment); (e) The representations and warranties in Section 7 of this Amendment, Section 7 of the Credit Agreement immediately prior and elsewhere in the Loan Documents shall be true, correct and complete in all material respects (unless such representations are already qualified by reference to giving materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to this Amendment the extent such representations and no warranties expressly relate to an earlier date; provided further that the Specified Default shall have occurred be excluded with respect to any representation and be continuing immediately warranty; (f) At the time of and after giving effect to this Amendment Amendment, no fact or condition exists that could (including consummation or could, with the passage of time, the giving of notice, or both) constitute an Event of Default (other than the Specified Default); and (g) The Administrative Agent shall have received a duly executed legal opinion of counsel to the Obligors dated as of the Tenth Second Amendment Transactions);Effective Date, in form and substance reasonably acceptable to the Administrative Agent. (ch) The Administrative Agent shall have received from each Loan Party Obligor (x) a counterpart copy of a good standing certificate, dated a date reasonably close to the Second Amendment Effective Date, for each such Person and (y) a certificate, dated as of the Reaffirmation Second Amendment Effective Date, duly executed and delivered by such Person’s Responsible Officer, as to: 6 (i) resolutions of Guarantee each such Person’s Board then in full force and Collateral Agreement effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the other Loan Documents signed on behalf of such partyTransactions; (dii) The Administrative Agent shall have received from the Borrowers any notes required pursuant incumbency and signatures of Responsible Officers authorized to Section 2.06(cexecute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of the Credit Agreement signed on behalf each Organic Document of such party; (e) The Administrative Agent Person and copies thereof; upon which certificates shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all be in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed Agent and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to upon which the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Initial Budget, a true and complete copy Responsible Officer of which is attached hereto as Annex A; (h) The Lenders (including, for any such Person cancelling or amending the avoidance prior certificate of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof;such Person. (i) The Administrative Agent shall have received a written opinion (addressed Borrowing Notice as required pursuant to Section 2.02 of the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;Credit Agreement. (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificatereceived, dated in form and substance satisfactory to the Tenth Administrative Agent, such other documents, instruments and agreements as are reasonably requested by the Administrative Agent and the Lenders. (k) Each Lender holding Tranche B Term Loans or Tranche B Term Loan Commitments as of the Second Amendment Effective Date shall have received warrants, substantially in the form attached to the Credit Agreement as Exhibit O, duly executed and signed delivered by a Responsible Officer the Borrower, exercisable for the number of shares of common stock of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions Borrower set forth in paragraphs (a) and (b) of Section 4.03 of on Schedule 3 to the Credit Agreement; (l) Each FCC License held by Agreement across from such Xxxxxx’s name under the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctcolumn labelled “Second Amendment Effective Date Warrants”.

Conditions Precedent to Effectiveness. This Amendment, Amendment shall not be effective and the obligation of the Tenth Amendment Incremental each Lender shall not be obligated to make its Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when A-2 Loans unless and until each of the following conditions precedent have has been satisfied: (a) Each fulfilled to the satisfaction of the Borrowers, Administrative Agent and each of the Lenders party hereto (constituting the Required Lendersdate of such fulfillment, determined immediately prior to giving effect to the Tenth “First Amendment TransactionsEffective Date”): (a) and the Tenth This Amendment Incremental Tranche D Xxxxxxx shall have been duly executed and delivered to the Administrative Agent this Amendmentby the Borrower and the Lenders, which constitute Majority Lenders; (b) No Default The Administrative Agent shall have occurred received, for the benefit of the Lenders, payment of all accrued and unpaid interest on the Loans since the most recent Payment Date through and including the First Amendment Effective Date (in an amount equal to $1,104,103.78), which interest shall be continuing under paid “in kind” by adding and capitalizing such amount to the outstanding principal amount of the Tranche A-1 Term Loans (and the amount so capitalized shall constitute “principal” for all purposes of the Loan Documents from and after the First Amendment Effective Date); 4886-6992-8312 v.3 (c) The Borrower shall have made the quarterly payment to the Purchasers pursuant to Section 2.02(c) of the Revenue Interest Financing Agreement for the fiscal quarter ending June 30, 2023 in an amount equal to $510,274 (it being agreed that such amount shall be netted from the proceeds of the Tranche A-2 Term Loans funded on the First Amendment Effective Date and such amount shall be remitted by the Administrative Agent to the RIFA Agent for the account of the Purchasers); (d) The Borrower shall have paid $250,000 to Xxxxxxxx & Xxxxxxxx LLP, as outside counsel to Administrative Agent and the Lenders, in partial satisfaction of its fees and out-of-pocket expenses accrued to date (it being agreed that such amount shall be netted from the proceeds of the Tranche A-2 Term Loans funded on the First Amendment Effective Date and such amount shall be remitted by the Administrative Agent to Xxxxxxxx & Xxxxxxxx LLP for the account of the Purchasers); (e) The representations and warranties in Section 7 of this Amendment, Section 7 of the Credit Agreement immediately prior and elsewhere in the Loan Documents shall be true, correct and complete in all material respects (unless such representations are already qualified by reference to giving materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to this Amendment the extent such representations and no warranties expressly relate to an earlier date; provided further that the Specified Default shall have occurred be excluded with respect to any representation and be continuing immediately warranty; (f) At the time of and after giving effect to this Amendment Amendment, no fact or condition exists that could (including consummation or could, with the passage of time, the giving of notice, or both) constitute an Event of Default (other than the Specified Default); and (g) The Administrative Agent shall have received a duly executed legal opinion of counsel to the Obligors dated as of the Tenth First Amendment Transactions);Effective Date, in form and substance reasonably acceptable to the Administrative Agent. (ch) The Administrative Agent shall have received from each Loan Party Obligor (x) a counterpart copy of a good standing certificate, dated a date reasonably close to the First Amendment Effective Date, for each such Person and (y) a certificate, dated as of the Reaffirmation First Amendment Effective Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) resolutions of Guarantee each such Person’s Board then in full force and Collateral Agreement effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the other Loan Documents signed on behalf of such partyTransactions; (dii) The Administrative Agent shall have received from the Borrowers any notes required pursuant incumbency and signatures of Responsible Officers authorized to Section 2.06(cexecute and deliver each Loan Document to be executed by such Person; and 4886-6992-8312 v.3 (iii) the full force and validity of the Credit Agreement signed on behalf each Organic Document of such party; (e) The Administrative Agent Person and copies thereof; upon which certificates shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all be in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed Agent and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to upon which the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Initial Budget, a true and complete copy Responsible Officer of which is attached hereto as Annex A; (h) The Lenders (including, for any such Person cancelling or amending the avoidance prior certificate of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof;such Person. (i) The Administrative Agent shall have received a written opinion (addressed Borrowing Notice as required pursuant to Section 2.02 of the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;Credit Agreement. (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificatereceived, dated in form and substance satisfactory to the Tenth Amendment Effective Date Administrative Agent, such other documents, instruments and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held agreements as are reasonably requested by the Loan Parties Administrative Agent and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctthe Lenders.

Conditions Precedent to Effectiveness. Section 9.1. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, Agreement shall become effective on the first date (the “Tenth Amendment Effective Date”) when each of on which the following conditions precedent shall have been satisfied:satisfied or waived (the “Effective Date”): (a) Each The Indenture Trustees, the First Priority Collateral Trustee and the Second Priority Collateral Trustee shall have received this Agreement, duly executed and delivered by each of the BorrowersCompany Parties, the Lenders party hereto Trustees, the First Priority Collateral Trustee, the Second Priority Collateral Trustee, the Requisite First Priority Holders (constituting as such term is defined in the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsFirst Priority Indenture) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to Requisite Second Priority Holders (as such term is defined in the Administrative Agent this AmendmentSecond Priority Indenture); (b) The Company shall have paid all reasonable, documented fees and expenses of Dechert LLP, US counsel to the Consenting First Priority Holders, Xxxxxx Xxxxxxx Xxxxxx & Brand, LLP, US counsel to the First Priority Indenture Trustee and Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, US counsel to the First Priority Collateral Trustee. (c) The Company shall have paid all reasonable, documented fees and expenses of Ropes & Xxxx, LLP, US counsel to the Consenting Second Priority Holders, Xxxxxxxxx Xxxxx, S.C., Mexican counsel to the Consenting Second Priority Holders, Xxxxxx & Xxxxxx LLP, US counsel to the Second Priority Indenture Trustee and the Second Priority Collateral Trustee. (d) The Indenture Trustees shall have received copies of the resolutions of the Company Parties authorizing the Company Parties to enter into this Agreement and the SATMEX 8 Contracts. (e) Each of the representations and warranties of the Company Parties contained herein shall be true and correct. (f) No Default or Event of Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to Indenture Documents or this Amendment and no Default Agreement. (g) The Company shall have occurred provided to each Indenture Trustee, the First Priority Collateral Trustee and be continuing immediately after giving effect to this Amendment (including consummation the Second Priority Collateral Trustee certificates signed by an officer of the Tenth Amendment Transactions);Company certifying that the conditions set forth in this Article IX and the applicable Indenture have been satisfied. (ch) The Administrative Agent Company shall have received from provided the First Priority Indenture Trustee and the First Priority Collateral Trustee with an officer’s certificate and legal opinion, in each Loan Party a counterpart case as required by, and covering the matters sent forth in, Section 7.6 of the Reaffirmation of Guarantee and Collateral Agreement First Priority Indenture and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) 10.3 of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates First Priority Collateral Trust Agreement, as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letterapplicable, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent First Priority Indenture Trustee and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof;First Priority Collateral Trustee. (i) The Administrative Agent Company shall have received a written opinion (addressed to provided the Administrative Agent Second Priority Indenture Trustee and the Lenders Second Priority Collateral Trustee with an officer’s certificate and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLPlegal opinion, counsel for the Loan Partiesin each case as required by Second Priority Indenture, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) Second Priority Indenture Trustee and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Second Priority Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctTrustee.

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, Agreement shall become effective on the first date (the “Tenth Second Amendment to Second Amended and Restated Credit Agreement Effective Date”) when each of on which all the following conditions precedent have been are satisfied: (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent (or its counsel) shall have received from each Loan Party party hereto, including Lenders constituting the “Required Revolving Lenders” under and as defined in the Existing Credit Agreement, a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents this Amendment signed on behalf of such party;. | (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (ib) The Administrative Agent shall have received a written opinion (addressed to reaffirmation agreement in respect of the Administrative Agent Security Agreement, executed and the Lenders delivered by each Loan Party and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory acceptable to the Administrative Agent;. (jc) Both prior to and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Second Amendment to Second Amended and Restated Credit Agreement Effective Date. (d) As of the Second Amendment to Second Amended and Restated Credit Agreement Effective Date (both prior to and after giving effect to this Amendment) all representations and warranties contained in Section 3 of this Amendment and in Article 3 of the Existing Credit Agreement shall be true and correct in all material respects, except that (i) for purposes of this clause (d), the representations and warranties contained in Section 3.04(a) of the Existing Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01 of the Existing Credit Agreement, (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects. (e) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) party hereto and the Administrative Agent shall have received on or before the Second Amendment to Second Amended and Restated Credit Agreement Effective Date payment of all documentation and other information expenses required to be reimbursed by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing Borrower for which invoices have been presented at least seven two (72) days Business Days prior to the Tenth Second Amendment to Second Amended and Restated Credit Agreement Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D E Term Lenders to fund make the Tenth Amendment Incremental Tranche D Loans, E Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “2015 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent and (iii) the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentE Term Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the making of the Tenth Amendment Tranche E Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “2015 Effective Date” in each place they appear therein, the words “Second Restatement Transactions)” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2015 Transactions”, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) The Administrative Agent shall have received from the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each Loan Party a counterpart case determined as of the Reaffirmation 2015 Effective Date after giving effect to the 2015 Transactions, including the making of Guarantee and Collateral Agreement the Tranche E Term Loans and the other Loan Documents signed on behalf application of such partythe proceeds thereof, shall be no greater than 7.25 to 1.00 and 4.25 to 1.00, respectively; (d) The Administrative the Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) a certificate dated as of the Credit Agreement signed on behalf 2015 Effective Date and executed by a Financial Officer of such partythe Borrower with respect to the conditions set forth in paragraphs (b) and (c) above; (e) The Administrative the Acquisition shall have been consummated or shall be consummated substantially concurrently with the making of the Tranche E Term Loans; (f) the Agent shall have received such documents a notice of borrowing in accordance with Section 2.03, Section 2.24(a) and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization 2.26(a) of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to Credit Agreement; (g) the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory Agent to the Administrative Agenteffect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Administrative Agent; 2015 Transactions, are solvent (g) The Administrative Agent and within the Lenders shall have received meaning of Section 3.13 of the Initial Budget, a true and complete copy of which is attached hereto as Annex ACredit Agreement); (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees legal opinions, board resolutions and other amounts due and payable closing certificates consistent with those delivered on or prior to the Tenth Amendment Effective Date pursuant to Second Restatement Date; (i) the Credit AgreementAgent shall have received, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment 2015 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any Tranche E Term Lender at least seven (7) days three Business Days prior to the Tenth Amendment 2015 Effective Date;; and (kj) The Administrative the Agent shall have received a certificate, dated all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Tranche E Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the 2015 Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the 2015 Effective Date. The Agent shall notify the Borrower and the Lenders of the 2015 Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when on which each of the following conditions precedent have been satisfied:are satisfied (the “Effective Date”): (a) Each of the BorrowersParent Borrower, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) Guarantors and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party delivered a duly executed counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (fb) The Borrower Representative the Administrative Agent shall have received the Intercreditor Agreement Amendment executed and delivered by Deutsche Bank AG New York Branch, as Note Agent (as defined therein); (c) the Administrative Agent shall be satisfied that certain Tenth all conditions set forth in Subsections 6.2(a) and (b) of the Credit Agreement are satisfied and shall have received from the Parent Borrower a certificate of a Responsible Officer of the Parent Borrower confirming the same; (d) the Administrative Agent shall have received the consent or authorization from the Required Lenders to execute this Amendment Fee Letteron behalf of such Lenders; (e) the Redemption (as defined in the Credit Agreement as amended by this Amendment) shall be consummated; (f) the Senior Secured Notes shall be redeemed, released, defeased or otherwise discharged (or irrevocable notice for redemption thereof shall have been given) and all Liens and guarantees in respect thereof shall be released; (g) the Administrative Agent shall have received (i) evidence, in form and substance reasonably satisfactory to it, that the Administrative Agent, to Parent Borrower shall have entered into the Administrative Agent; (g) The Administrative Agent First Lien Credit Agreement and the Lenders shall have Second Lien Credit Agreement and received the Initial Budget, a true net proceeds of any initial borrowings made thereunder on such date; and (ii) complete copy and correct copies of which is attached hereto as Annex A;the First Lien Credit Agreement and the Second Lien Credit Agreement; and (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received been paid all fees reasonable out-of-pocket costs and other amounts due expenses of the Administrative Agent in connection with the preparation, negotiation and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, execution of this Amendment and/or (including the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all reasonable fees and expenses (including reasonable feesof Skadden, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counselArps, Slate, Xxxxxxx & Xxxx, LLP, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing invoiced at least seven (7) days 3 Business Days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.

Conditions Precedent to Effectiveness. This AmendmentThe effectiveness of this Agreement, the conversion of the Tranche I Term Loans of the Accepting Tranche I Term Lenders pursuant to the Tranche I Term Loan Modification, the conversion of the Tranche H Term Loans of the Accepting Tranche H Term Lenders pursuant to the Tranche H Term Loan Modification, the obligations of the Tranche I Refinancing Term Lenders to make the Tranche I Refinancing Term Loans and the obligation obligations of the Tenth Amendment Incremental Tranche D K Refinancing Term Lenders to fund make the Tenth Amendment Incremental Tranche D Loans, K Refinancing Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 15 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the BorrowersBorrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Accepting Tranche I Term Lenders, (iv) the Accepting Tranche H Term Lenders, (v) the Tranche I Refinancing Term Lenders, (vi) the Tranche K Refinancing Term Lenders party hereto and (vii) Lenders constituting the Required LendersLenders (in each case, determined as of immediately prior to giving effect to after the Tenth Amendment Transactions) consummation of the transactions set forth in Sections 2, 3 and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment4); (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment the Tranche I Term Loan Modification and the Tranche H Term Loan Modification, the making of the Tranche I Refinancing Term Loans and the Tranche K Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Amended Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including consummation component definitions thereof) and Section 3.13(a) of the Tenth Credit Agreement shall be deemed to be “Amendment No. 15 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions)” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the March 2024 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “March 2024 Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (v) the words “December 31, 2013 and March 31, 2014” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be deemed to be “December 30, 2023”; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Amendment No. 15 Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the conditions set forth in clause (b) above; (di) The Administrative the Agent shall have received from a notice of borrowing with respect to the Borrowers any notes required pursuant Converted Tranche I Term Loans, the Extended Tranche H Term Loans, the Tranche I Refinancing Term Loans and the Tranche K Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche I Term Loans and the Non-Converted Tranche H Term Loans to be prepaid on the Amendment No. 15 Effective Date in accordance with Section 2.06(c2.09(b) of the Credit Agreement signed on behalf of such partyAgreement, including any accrued and unpaid interest thereon; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all a solvency certificate in form and substance reasonably satisfactory to the Administrative AgentAgent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the March 2024 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) The Borrower Representative the Agent shall have executed received legal opinions, board resolutions and delivered that certain Tenth Amendment Fee Letter, in form and substance other closing certificates as reasonably satisfactory to requested by the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 15 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership RegulationAgent, includingany Accepting Tranche I Term Lender, without limitationAccepting Tranche H Term Lender, a duly executed IRS Form W-9 (Tranche I Refinancing Term Lender or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing Tranche K Refinancing Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 15 Effective Date;; and (kh) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Tranche I Term Loan PartiesModification, confirming (x) that the Collateral Tranche H Term Loan Modification and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of credit facilities contemplated hereby or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 15 Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least one Business Day prior to the Amendment No. 15 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 15 Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This AmendmentThe effectiveness of this Agreement, the conversion of the Tranche J Term Loans of the Accepting Tranche J Term Lenders pursuant to the Tranche J Term Loan Modification, the amendment and extension of the Tranche I Term Loans of the Accepting Tranche I Term Lenders pursuant to the Tranche I Term Loan Modification and the obligation obligations of the Tenth Amendment Incremental Tranche D June 2024 Refinancing Term Lenders to fund make the Tenth Amendment Incremental Tranche D Loans, June 2024 Refinancing Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 16 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the BorrowersBorrower party to the Credit Agreement on the date hereof, (ii) the Lenders party hereto Agent, (constituting iii) the Required Accepting Tranche J Term Lenders, determined immediately prior to giving effect to (iv) the Tenth Amendment TransactionsAccepting Tranche I Term Lenders and (v) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentJune 2024 Refinancing Term Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment the Tranche J Term Loan Modification and the Tranche I Term Loan Modification, the making of the June 2024 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Amended Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including consummation component definitions thereof) and Section 3.13(a) of the Tenth Credit Agreement shall be deemed to be “Amendment No. 16 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions)” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the June 2024 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “June 2024 Transactions”, (iii) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (iv) the words “December 31, 2013 and March 31, 2014” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be deemed to be “December 30, 2023 and March 31, 2024”; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Amendment No. 16 Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the conditions set forth in clause (b) above; (di) The Administrative the Agent shall have received from a notice of borrowing with respect to the Borrowers any notes required pursuant Converted Tranche J Term Loans and the June 2024 Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche J Term Loans to be prepaid on the Amendment No. 16 Effective Date in accordance with Section 2.06(c2.09(b) of the Credit Agreement signed on behalf of such partyAgreement, including any accrued and unpaid interest thereon; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all a solvency certificate in form and substance reasonably satisfactory to the Administrative AgentAgent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the June 2024 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) The Borrower Representative the Agent shall have executed received legal opinions, board resolutions and delivered that certain Tenth Amendment Fee Letter, in form and substance other closing certificates as reasonably satisfactory to requested by the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 16 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership RegulationAgent, includingany Accepting Tranche J Term Lender, without limitation, a duly executed IRS Form W-9 (Accepting Tranche I Term Lender or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing June 2024 Refinancing Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 16 Effective Date;; and (kh) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Tranche J Term Loan PartiesModification, confirming (x) that the Collateral Tranche I Term Loan Modification, the June 2024 Refinancing Term Loans and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of credit facilities contemplated hereby or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 16 Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least one Business Day prior to the Amendment No. 16 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 16 Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D Additional Revolving Credit Lenders to fund provide the Tenth Amendment Incremental Tranche D Loans, Additional Dollar Revolving Credit Commitments shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 9 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent and (iii) the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentAdditional Revolving Credit Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the Additional Revolving Credit Commitments, each of the Tenth conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 9 Effective Date” in each place they appear therein, the words “Second Restatement Transactions)” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2021 Incremental Revolving Commitment Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation Amendment No. 9 Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the conditions set forth in paragraph (b) above; (d) The Administrative the Agent shall have received from legal opinions, board resolutions and other closing certificates consistent with those delivered on the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such partyAmendment No. 8 Effective Date; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organizationreceived, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 9 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any Additional Revolving Credit Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 9 Effective Date;; and (kf) The Administrative the Agent shall have received a certificate, dated reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Additional Revolving Credit Commitments or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 9 Effective Date in connection with this Agreement and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Amendment No. 9

Conditions Precedent to Effectiveness. This AmendmentThe effectiveness of this Amendment shall be subject to the satisfaction or waiver by the New Revolving Lenders, the New Term B Loan Lender and the obligation of the Tenth Amendment Incremental Tranche D New Term A Loan Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent have been satisfied:(the date on which such conditions precedent are first satisfied or waived, the “Amendment Effective Date”): (a) Each of the Borrowers, the Lenders party hereto The Administrative Agent (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactionsor its counsel) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the other Loan Parties party hereto, (iii) the Administrative Agent this Amendment;and Collateral Agent, (iv) each of the New Revolving Lenders, (v) each of the Issuing Banks under the Amended and Restated Agreement, (vi) the New Term B Loan Lender (which, for the avoidance of doubt, together with the New Revolving Lenders, constitute the Required Lenders under the Existing Credit Agreement) and (vii) each of the New Term A Loan Lenders. (b) No Default The Borrower shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default delivered, or shall have occurred and caused to be continuing immediately after giving effect to this Amendment (including consummation delivered, in accordance with the provisions of the Tenth Senior Notes Indenture, a notice of redemption to the holders of the Senior Notes, with the Redemption Date (as defined in the Senior Notes Indenture) to be the Amendment Transactions);Effective Date. (c) The Administrative Agent Borrower shall have received from each Loan Party a counterpart have, substantially concurrently with the making of the Reaffirmation New Term B Loan and New Term A Loans, paid (i) all principal of, and all accrued and unpaid interest, fees and other amounts, if any, on (A) the Revolving Loans outstanding immediately prior to the effectiveness of Guarantee this Amendment, if any, (B) the Swing Line Loans outstanding immediately prior to the effectiveness of this Amendment, if any, and Collateral Agreement (C) the Existing Term Loans outstanding immediately prior to the effectiveness of this Amendment and (ii) all principal of, and all accrued and unpaid interest, fees and other amounts, including any make-whole premium, with respect to the other Loan Documents signed on behalf of such party;Senior Notes. (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c(or its counsel) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof;following: (i) The Administrative Agent shall have received a written the executed legal opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, special New York counsel for to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;; and (jii) the executed legal opinion of Xxxxxxx & Xxxxxxxxxx LLP, special Wisconsin counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (e) The Lenders Administrative Agent (includingor its counsel) shall have received a certificate from the Borrower, for dated the avoidance Amendment Effective Date, certifying that the representations and warranties set forth in Section 6 of doubtthis Amendment are true and correct as of the Amendment Effective Date. (f) The Administrative Agent (or its counsel) shall have received a certificate from each Loan Party, dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments (including a good standing certificate from each Loan Party from its jurisdiction of organization). (g) The Agents, the Tenth Amendment Incremental Tranche D LendersLead Arrangers (as defined in the Amended and Restated Credit Agreement) and the Lenders shall have received all fees and expenses required to be paid or delivered by the Borrower to them on or prior to the Amendment Effective Date, including pursuant to (x) the Engagement Letter dated as of May 10, 2021, among the Borrower and the Lead Arrangers, and (y) the fee letters referred to therein. (h) The Administrative Agent (or its counsel) shall have received a certificate of the chief financial officer of the Borrower (or another authorized officer of the Borrower) substantially in the form attached as Exhibit P to the Amended and Restated Credit Agreement, certifying the solvency of the Borrower and its Restricted Subsidiaries on a Consolidated basis after giving effect to the transactions contemplated hereby. (i) The Administrative Agent shall have received received, at least three days prior to the Amendment Effective Date, all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership RegulationPatriot Act, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing of the Borrower at least seven (7) 10 days prior to the Tenth Amendment Effective Date;, and a Beneficial Ownership Certification from the Borrower and each other Loan Party, if any, that is a “legal entity customer” under the Beneficial Ownership Regulation. (kj) The Administrative Agent shall have received a certificateBorrowing Request with respect to the New Term B Loan, dated the Tenth New Term A Loans and Revolving Loans under the New Revolving Facility (if applicable), in each case as required by the Amended and Restated Credit Agreement. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date Date, and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D L Term Lenders to fund make the Tenth Amendment Incremental Tranche D Loans, L Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 17 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent and (iii) the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentL Term Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment the making of the Tranche L Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including consummation component definitions thereof) and Section 3.13(a) of the Tenth Credit Agreement shall be deemed to be “Amendment No. 17 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions)” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the Tranche L Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Tranche L Transactions”, (iii) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (iv) the words “December 31, 2013 and March 31, 2014” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be deemed to be “December 30, 2023, March 31, 2024 and June 30, 2024”; (c) The Administrative Agent shall have received from the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each Loan Party a counterpart case determined as of the Reaffirmation Amendment No. 17 Effective Date after giving effect to the Tranche L Transactions, including the making of Guarantee and Collateral Agreement the Tranche L Term Loans and the other Loan Documents signed on behalf application of such partythe proceeds thereof, shall be no greater than 7.25 to 1.00 and 5.00 to 1.00, respectively; (d) The Administrative the Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) a certificate dated as of the Credit Agreement signed on behalf Amendment No. 17 Effective Date and executed by a Financial Officer of such partythe Borrower with respect to the conditions set forth in clause (b) and (c) above; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating a notice of borrowing with respect to the organization, existence and good standing of each Loan Party, the authorization Tranche L Term Loans in accordance with Section 2.03 of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to Amended Credit Agreement; (f) the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory Agent to the Administrative Agenteffect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Administrative AgentTranche L Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (g) The Administrative the Agent and the Lenders shall have received legal opinions, board resolutions and other closing certificates as reasonably requested by the Initial Budget, a true and complete copy of which is attached hereto as Annex AAgent; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 17 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-anti- money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any Tranche L Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 17 Effective Date;; and (ki) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Tranche L Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 17 Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least one Business Day prior to the Amendment No. 17 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 17 Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement on the Closing Date and the obligation of the Tenth Amendment Incremental Tranche D Lenders Lender Group (or any member thereof) to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective make any initial Advance on the first date Closing Date (or otherwise to extend any credit provided for hereunder on the “Tenth Amendment Effective Closing Date”) when ), is subject to the fulfillment or waiver, to the satisfaction of Agent, of each of the following conditions precedent have been satisfiedset forth below: (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentIntentionally Omitted; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions)Intentionally Omitted; (c) The Administrative Agent shall have received from each of the following documents, all in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter, (ii) the Fee Letter, (iii) the Guarantor Security Agreement, (iv) the Guaranty, (v) the Intercompany Subordination Agreement, (vi) the Intercreditor Agreement, (vii) the Majestic Star Ship Mortgage, (viii) the Colorado Mortgage, the Indiana Mortgage and the Mississippi Mortgage, (ix) the Officers’ Certificate, (x) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xi) the Subordination of Colorado Mortgage, (xii) the Subordination of Indiana Mortgage, (xiii) the Subordination of Mississippi Mortgage, (xiv) the Subordination of Majestic Star Ship Mortgage, (xv) the Subordination of Preferred Fleet Mortgage, (xvi) the Trademark Security Agreement, and (xvii) the Tunica Ship Mortgage; (d) The Loan Parties shall have exercised commercially reasonable efforts to deliver to Agent the Collateral Access Agreements, (e) Documentation evidencing the termination and discharge of the Existing Indentures, all Indebtedness evidenced thereby or related thereto and any Liens granted pursuant thereto in and to the properties and assets of the Loan Parties and their Subsidiaries (including, without limitation, mortgage releases and UCC termination statements or the conversion of all Indebtedness evidenced thereby into Stock of Holdings), in each case in accordance with the Plan of Reorganization, (f) Agent shall have received a certificate of the chief financial officer of Parent, in his or her capacity as such in form and substance satisfactory to Agent in its sole discretion (the “Solvency Certificate”), certifying that after giving effect to the consummation of the Plan of Reorganization on the Closing Date, the Loan Parties on a consolidated basis, are Solvent; (g) Except with respect to Cage Cash and Excluded Deposit Accounts, the Loan Parties shall have established all of their depository and treasury management relationships with Xxxxx Fargo or one of its Affiliates, and Agent, except to the extent set forth in Section 3.2, shall have received the Control Agreements, in form and substance satisfactory to Agent, duly executed by the applicable Loan Party a counterpart thereof, which shall be in full force and effect; (h) Agent shall have received evidence of release and termination of, or Agent’s authority to release and terminate, any and all Liens and/or UCC financing statements in, on, against or with respect to any of the Reaffirmation Collateral (other than Permitted Liens); (i) Agent shall have received, for the benefit of Guarantee the Lenders (as defined in the Existing Loan Agreement) a principal payment for the Existing Loan Obligations in an amount equal to the greater of (i) the total unrestricted cash balances (including, without limitation, Cage Cash) held by Borrowers as of the last day of the calendar month immediately preceding Reorganization Effective Date, less $40,000,000 and (ii) zero; (j) Agent and each Lender shall have received the approval of their respective credit authorities; (k) Bankruptcy matters: (i) The Reorganization Effective Date shall have occurred (and all conditions precedent thereto as set forth in the Plan of Reorganization shall have been satisfied); (ii) Agent shall have received a copy of the Confirmation Order, as duly certified by and entered on the docket of the clerk of the Bankruptcy Court, which (i) shall be in full force and effect and shall not have been stayed or reversed, and (ii) shall approve and authorize the transactions contemplated by this Agreement, the other Loan Documents and the Plan of Reorganization and otherwise shall not be inconsistent with the provisions hereof and thereof; and (iii) Agent’s and Lenders’ counsel and other professionals retained by or on behalf of such counsel shall have received payment from Borrowers of all reasonable and documented outstanding and accrued unpaid fees and expenses of such counsel and professionals pursuant to invoices delivered to Borrowers five (5) days prior to the Closing Date; (l) Agent shall have received financing statements for filing or, with respect to the Trademark Security Agreement, Agent shall have received such Trademark Security Agreement in a form suitable for filing immediately after the Closing Date, in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral including, without limitation, filings with the United States Coast Guard or other appropriate Governmental Authority with respect to the Majestic Star Ship Mortgage and the Tunica Ship Mortgage, (m) Agent shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of such Borrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents signed on behalf to which such Borrower is a party and authorizing specific officers of such partyBorrower to execute the same; (dn) The Administrative Agent shall have received from copies of each Borrower’s Governing Documents, as amended, modified, or supplemented to the Borrowers any notes required pursuant to Section 2.06(c) of Closing Date, certified by the Credit Agreement signed on behalf Secretary of such partyBorrower; (eo) The Administrative Agent shall have received a certificate of status with respect to each Borrower, dated within 15 days of the Closing Date, such documents and certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction; (p) Agent shall have received certificates as of status with respect to each Borrower, each dated within 30 days of the Administrative Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (q) Agent may reasonably request relating shall have received a certificate from the Secretary of each Guarantor attesting to the organizationresolutions of such Guarantor’s Board of Directors authorizing its execution, existence delivery, and good standing performance of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (r) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Tenth Amendment Transactions Closing Date, certified by the Secretary of such Guarantor (or, in the case of Holdings, in the form filed with the Secretary of State of Delaware); (s) Except as set forth in Section 3.2 with respect to Holdings, Agent shall have received a certificate of status with respect to each Guarantor, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (t) Intentionally Omitted; (u) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Agent; (v) Agent shall have received flood zone determination certificates and evidence of flood insurance or compliance with flood insurance requirements with respect to the Mortgages; (w) Agent shall have received opinions of Borrowers’ counsel in form and substance satisfactory to Agent, including, without limitation, with respect to the Mortgages, the Majestic Star Ship Mortgage and the Tunica Ship Mortgage (except to the extent contemplated by Section 3.2); (x) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Parent) that all Federal and other material tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed and all material taxes upon Borrowers and their Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (y) Borrowers shall have Operating Liquidity, after giving effect to the initial extensions of credit hereunder and the payment of all fees, claims, and expenses required to be paid by Borrowers on the Closing Date under this AmendmentAgreement, the other Loan Documents and pursuant to the Plan of Reorganization, of at least $40,000,000, and Agent shall have received a certificate of the chief financial officer of Parent certifying as to the same; (z) Agent shall have received a certificate, together with supporting calculations, from Borrowers demonstrating after giving effect to the transactions contemplated on the Closing Date and the payment of all fees, claims, and expenses required to be paid by Borrowers on the Closing Date under this Agreement, the other Loan Documents and pursuant to the Plan of Reorganization, the Revolver Usage does not exceed the Maximum Credit Amount; (aa) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers’ books and records and verification of Borrowers’ representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, and (ii) an inspection of each of the locations where Borrowers’ and their Subsidiaries’ Inventory is located, the results of which shall be satisfactory to Agent; (bb) Agent shall have received Borrowers’ Closing Date Business Plan; (cc) Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual background checks for Borrowers, and (ii) OFAC/PEP searches and customary individual background searches for Borrowers’ senior management and key principals, and each Guarantor, the results of which shall be satisfactory to Agent; (dd) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (ee) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts reasonably satisfactory to Agent assuring Agent that, after giving effect to the Intercreditor Agreement, the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; provided, however, that such Mortgage Policies may be delivered after the Administrative AgentClosing Date and shall not be a conditions precedent hereto, to the extent expressly contemplated by Section 3.2; (fff) Agent shall have received copies of each of the Senior Note Documents, in each case in form and substance satisfactory to Agent including, without limitation, terms which (i) in accordance with the Intercreditor Agreement, subordinate all Liens existing pursuant to or as a result of the Senior Note Documents in right of payment to the Obligations, (ii) provide for a principal amount of Indebtedness on the Closing Date not to exceed $100,600,000, (iii) provide for a maturity of at least five (5) years after the Closing Date and (iv) provide for interest payable at a per annum rate not to exceed 12.50% if paid in cash or 14.50% if paid in kind, to be payable (in accordance with the Intercreditor Agreement) no more frequently than on a semi-annual basis, together with a certificate of an officer of the Administrative Borrower certifying each such document as being a true, correct, and complete copy thereof; (gg) Borrowers shall have provided Agent with evidence satisfactory to Agent to demonstrate that (i) the offering of the Notes described in the Indenture has closed, pursuant to which Notes in an aggregate principal amount not to exceed $100,600,000 have been issued and (ii) the Senior Note Documents are in full force and effect pursuant to the terms of the Plan of Reorganization; (hh) The Borrower Representative corporate and capital structure of Holdings and its Subsidiaries shall be in form and substance satisfactory to Agent and be in accordance with the Plan of Reorganization; (ii) Agent shall have executed evidence satisfactory to it that clause (i) of the definition of Land Transfer Transaction shall have been completed, together with copies of all material documents in connection therewith, including the Funding Agreement, the formation and delivered that certain Tenth Amendment Fee Lettertrust documents and the final order of the Bankruptcy Court approving the same, in each case certified by an officer of Administrative Borrower on behalf of the Loan Parties; (jj) Agent shall have received an agreement, in form and substance satisfactory to it, with the trustee of the Liquidating Trust setting forth such trustee’s acknowledgement and acceptance of the Agent’s rights hereunder with respect to the Liquidating Trust and Holdings’ interests therein (including, without limitation, under Sections 2.2(d) and 7.7(b) of this Agreement and the security and voting provisions of the Stock Pledge Agreement); (kk) Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrowers or their Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby including, without limitation, approval by all applicable Gaming Authorities; and (ll) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.

Conditions Precedent to Effectiveness. (a) This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective (except as to Sections 2, 3, 5 and 7 hereof) on the first date (the “Tenth Amendment Effective Date”) when on which each of the following conditions precedent have been satisfied:is satisfied (the "First Amendment Effective Date"): (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (ci) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have counterparts hereof duly executed and delivered that certain Tenth Amendment Fee Letterby the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A;Required Lenders. (hii) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due hereunder or under the Credit Agreement and payable on or prior to the Tenth First Amendment Effective Date pursuant to the Credit AgreementDate, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, including reimbursement or payment or reimbursement of all fees and out-of-pocket expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be reimbursed or paid or reimbursed by any Loan Party hereunder or under any Loan Document Document. (iii) The Agent shall have received a certificate, dated the First Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the accuracy of the representations and warranties set forth in Section 10 hereof;4. (iv) The Agent shall have received a copy of the Supplement to the Guarantee and Collateral Agreement in the form set forth in Exhibit I thereto, executed by Newco 2. (b) Sections 2, 3, 5 and 7 of this Amendment shall become effective on the date on which each of the following conditions is satisfied (the "Pipeline Transactions Effective Date"): (i) The Administrative Agent shall have received all amounts due hereunder or under the Credit Agreement and payable on or prior to the Pipeline Transactions Effective Date, including reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any Loan Document. (ii) The Refinancing Facilities Agreement, the Loan Documents (as defined therein) and any other documents or agreements evidencing Indebtedness of the Borrower or any of its Subsidiaries shall have been amended and/or waived in a manner consistent with the amendments effected hereby and satisfactory in all respects to the Agent, and the Agent shall have received copies of the executed amendments and waivers certified by a Responsible Officer of the Borrower as true and correct copies thereof. (iii) The Agent shall have received a copy of a First Amendment to the Lien Subordination and Intercreditor Agreement in the form of Exhibit A hereto, executed by the Collateral Agent and by the collateral agent and each lender under the Refinancing Facilities Agreement (or by an administrative agent or similar representative of such lenders pursuant to an express authorization contained in the Refinancing Facilities Agreement or an amendment thereto). (iv) The Agent shall have received a copy of a Consent and Agreement in the form of Exhibit B hereto, executed by the Agent and by Xxxxx. (v) The Agent shall have received a copy of the Subordination Agreement in the form of Exhibit C hereto, executed by Alon USA, LP and the administrative agent party thereto for the Credit Parties defined therein. (vi) The Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxxxx and Xxxxxxxxx, L.L.P., counsel for the Borrower, dated the Pipeline Transactions Effective Date, (A) addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date(B) of Xxxxxx & Xxxxxxx LLPcovering such matters relating to this Amendment, counsel for the Loan PartiesDocuments and the Pipeline Transactions as the Agent shall reasonably request, in form and substance reasonably satisfactory the Borrower hereby requests such counsel to the Administrative Agent;deliver such opinion. (jvii) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Pipeline Transactions Effective Date and signed by the President, a Responsible Vice President or a Financial Officer of the Loan PartiesBorrower, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 accuracy of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 and to the effect that the Pipeline Transactions and the application of the proceeds thereof will comply with the terms of the Credit Agreement as amended hereby. (viii) The Agent shall be true have received evidence satisfactory to the Agent that (i) all the conditions precedent to the effectiveness of the P&T Contracts and correctto the obligations of the parties thereto shall have been satisfied and (ii) all PT Consideration shall have been (or substantially contemporaneously with the Pipeline Transactions Effective Date shall be) paid in full. The Required Lenders hereby authorize the Agent to enter into the agreements set forth in subparagraphs (b)(iii),(iv) and (v) of this Section 6.

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on upon the first date (the “Tenth Amendment Effective Date”) when each fulfillment of the following conditions precedent have been satisfied:(the date of such fulfillment, the “Second Amendment Effective Date”): (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth This Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have been duly executed and delivered to the Administrative Agent this Amendmentby the Borrower, the Guarantors and the Lenders party hereto, which constitute all of the “Lenders” as defined in the Existing Credit Agreement; (b) No Default The amended and restated Fee Letter and amended and restated Registration Rights Agreement shall have occurred been duly executed and be continuing under delivered to the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of Administrative Agent by the Tenth Amendment Transactions)Borrower; (c) The Administrative Agent Borrower shall have received from each Loan Party a counterpart issued and delivered to the Lenders warrants, evidenced by an instrument substantially in the form of Exhibit J-1 attached to the Credit Agreement (as amended hereby), dated as of the Reaffirmation Second Amendment Effective Date, exercisable for an aggregate number of Guarantee and Collateral Agreement and shares of common stock of the other Loan Documents signed on behalf of such partyBorrower set forth in Exhibit D; (d) The Administrative Agent All Company Warrants previously issued to the Lenders shall have received been amended to revise the exercise price thereunder from the Borrowers any notes required pursuant $20.04 per share to Section 2.06(c) of the Credit Agreement signed on behalf of such party$3.6452 per share; (e) The Administrative Agent shall have received received, for the benefit of the Lenders, payment of all accrued and unpaid interest on the Loans since the most recent Payment Date through (but not including) the Second Amendment Effective Date (in an aggregate amount equal to $1,373,840.96, of which $301,574.85 shall be paid “in kind” by adding and capitalizing such documents and certificates as the Administrative Agent may reasonably request relating amount to the organization, existence and good standing of each Loan Party, the authorization outstanding principal amount of the Tenth Amendment Transactions Tranche A-1 Term Loans (and this Amendment and any other legal matters relating to the Loan Parties, amount so capitalized shall constitute “principal” for all purposes of the Loan Documents or from and after the Tenth Second Amendment Transactions Effective Date) and this Amendment, all $1,072,266.11 shall be paid in form and substance reasonably satisfactory to the Administrative Agentcash; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory paid to the Administrative RIFA Agent, for the account of the Purchasers, an amount equal to the Administrative Agentsum of (i) the Revenue Interest Payments (as defined in the Revenue Interest Financing Agreement as in effect immediately prior to the date hereof) for the fiscal quarter ended September 30, 2023 plus (ii) a prorated portion (based on the actual portion of the quarter elapsed) of the Revenue Interest Payments (as defined in the Revenue Interest Financing Agreement as in effect immediately prior to the date hereof) for the fiscal quarter ending December 31, 2023; (g) The Borrower shall have paid all costs, fees and expenses of the Administrative Agent and the Lenders, including, without limitation, the fees and expenses of Sxxxxxxx & Cxxxxxxx LLP, as outside counsel to Administrative Agent and the Oaktree Lenders shall have received and the Initial Budgetfees and expenses of Sxxxxxxx & Sterling LLP, a true and complete copy of which is attached hereto as Annex Aoutside counsel to Q Boost Holding LLC, incurred prior to date hereof, to the extent invoiced at least one Business Day prior to the date hereof; (h) The Lenders (includingEach of the representations and warranties in Section 7 of this Amendment, for the avoidance Section 7 of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit AgreementAgreement and in the other Loan Documents shall be true, this Amendment and/or accurate and complete in all material respects (unless such representations are already qualified by reference to materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the Tenth Amendment Fee Letterdate hereof with the same effect as though made on and as of such date, including, except to the extent invoicedsuch representations and warranties expressly relate to an earlier date, payment or reimbursement in which case such representations and warranties shall have been true and correct in all respects on and as of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereofsuch earlier date; (i) At the time of and after giving effect to this Amendment, no fact or condition exists that constitutes, or with the passage of time, the giving of notice, or both, would constitute, an Event of Default; (j) The Administrative Agent shall have received a written duly executed legal opinion (addressed of counsel to the Administrative Agent and Obligors dated as of the Lenders and dated the Tenth Second Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Second Amendment Effective Date, for each such Person and (y) a certificate, dated as of the Tenth Second Amendment Effective Date Date, duly executed and signed delivered by a such Person’s Responsible Officer of the Loan PartiesOfficer, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement;as to: (li) Each FCC License held by the Loan Parties and their Subsidiaries shall be resolutions of each such Person’s Board then in full force and effecteffect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) solely to the extent different than the incumbency delivered on the Closing Date, the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (miii) The representations the full force and warranties set forth in Section 4 validity of each Organic Document of such Person and, solely to the extent modified or amended since the Closing Date, copies thereof; which certificates shall be true in form and correctsubstance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on as of the first date (the “Tenth Amendment Effective Date”) hereof when, and only when each of the following conditions precedent have has been satisfiedmet or duly waived by the Administrative Agent in writing: (a) Each AGI and the Borrower Parties, as appropriate, shall have issued the AGI Bonds (2016) and entered into the AGI Bonds (2016) Documents, which shall be in full force and effect, with all conditions to closing thereof satisfied or duly waived, and the proceeds thereof shall have been used to, among other things and with other transactions not prohibited by the terms of the BorrowersCredit Agreement, (i) repay and terminate the Lenders party hereto AGI Credit Agreement (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under as such term was defined in the Credit Agreement immediately prior to giving effect the effectiveness of this Amendment) and (ii) redeem and discharge the AGI Bonds and the AGH Bonds (as such terms were defined in the Credit Agreement immediately prior to the effectiveness of this Amendment Amendment) and no Default the corresponding Funded Debt. The Lender Group shall have occurred and be continuing immediately after giving effect received a certificate of an Authorized Signatory of Camping World so stating the foregoing, together with evidence satisfactory to this Amendment (including consummation the Lender Group of each of the Tenth Amendment Transactionsforegoing with such other documentation as the Lender may reasonably request (including, without limitation, evidence of pay-off), and together with a true, correct and complete copy of the AGI Bonds (2016) Documents, including all exhibits and schedules thereto, which shall be in form and substance satisfactory to the Lender Group; (b) The rights of the AGI Bonds (2016) Noteholders and AGI Bonds (2016) Trustee with respect to the Collateral shall be subordinated to the rights of the holders of the Obligations with respect to the Collateral pursuant to the Intercreditor Agreement, which shall be in form and substance satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received from each Loan Party a counterpart evidence of the Reaffirmation pay-off of Guarantee and Collateral release of all Liens with respect to the AGI Credit Documents (as such term was defined in the Credit Agreement and immediately prior to the other Loan Documents signed on behalf effectiveness of such partythis Amendment), in each case to the satisfaction of the Administrative Agent; (d) The Administrative Agent shall have received from a duly executed subordination agreement subordinating the Borrowers any notes required pursuant AGI Intercompany Note (as such term is used in Section 1(a) above) in right and time of payment to Section 2.06(c) of the Credit Agreement signed on behalf of Obligations and containing such party;other terms and conditions satisfactory to Administrative Agent; and (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to counterparts of this Amendment duly executed by the organization, existence and good standing of each Loan PartyBorrowers, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan PartiesGuarantors, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubtIssuing Bank, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent Swing Bank and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case acknowledgement and agreement to the extent requested in writing at least seven (7) days prior to the Tenth this Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctAGI.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Amendment is subject to the truth and the obligation accuracy of the Tenth Amendment Incremental Tranche D Lenders to fund warranties and representations set forth in Sections 5 and 6 below and receipt by the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when Administrative Agent of each of the following conditions precedent have been satisfiedfollowing, each of which shall be in form and substance satisfactory to Administrative Agent: (a) Each of This Amendment, duly executed and delivered by the BorrowersBorrower, the Lenders party hereto (constituting Holdings, the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) Incremental Lenders and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (b) A pro forma Compliance Certificate dated the Third Amendment Effective Date, after giving effect to the Revolving Commitment Increase contemplated by this Amendment; (c) A certificate of the Borrower dated as of the Third Amendment Effective Date signed by an Authorized Officer of the Borrower certifying that, before and after giving effect to the Revolving Commitment Increase and the amendments contemplated by this Amendment (i) the representations and warranties contained in Section 7 of the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier LEGAL02/39302758v7 date, (ii) no Default or Event of Default exists before or after giving effect to the amendments contemplated by this Amendment and (iii) all conditions set forth in Section 6.2 of the Credit Agreement are satisfied as of the Third Amendment Effective Date; (d) For the account of each Revolving Lender that has requested a Note (or a replacement Note) in respect of such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), a Note evidencing such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), duly executed by an Authorized Officer of the Borrower; (e) A Reaffirmation of Obligations Under Credit Documents (the “Reaffirmation”) dated as of the Third Amendment Effective Date duly executed by each Credit Party, in the form of Exhibit I attached hereto; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, A Notice of Borrowing for the Revolving Loans in the form and substance reasonably satisfactory to of Exhibit II attached hereto (which notice will direct the Administrative Agent, Agent to use the Administrative Agentproceeds thereof to prepay (i) the entire outstanding balance of Term Loan A-1 and (ii) a portion of the principal balance of Term Loan A-2 in the amounts set forth in such Notice of Borrowing); (g) The A certificate, dated as of the Third Amendment Effective Date, signed by the Secretary (or Assistant Secretary) of each Credit Party in the form of Exhibit III attached hereto (together with certifications as to incumbency and signatures of such officers) with appropriate insertions and deletions, together with (i) copies of the articles or certificate of incorporation, the limited liability company agreement, the partnership agreement, any certificate of designation, the by-laws, or other organizational documents of each such Credit Party (or certifications from the applicable Credit Party that such documents have not been amended or otherwise modified in any way since the date such documents were delivered to the Administrative Agent (A) at the closing of the Credit Agreement or (B) when such Credit Party became a party to the Guarantee and Collateral Agreement), (ii) the Lenders shall have received resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate in respect of the Initial Budgetauthorization and approval of the transactions contemplated by this Amendment and (iii) in the case of the certificate delivered by the Borrower, a true statement that (1) all of the applicable conditions set forth in this Section 4 have been satisfied as of such date and complete copy (2) since December 31, 2018, there has not been any change, effect, event, occurrence, state of which is attached hereto as Annex Afacts or development that has had or could reasonably be expected to have a Material Adverse Effect; (h) The Lenders (includingCertified copies of all consents, for approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under applicable law, if any, or by any Contractual Obligation of each Credit Party, in connection with the avoidance execution, delivery, performance, validity and enforceability of doubtthis Amendment or any of the transactions contemplated hereby, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have received expired; (i) The payment of all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreementeffective date of this Amendment, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, including reimbursement or payment or reimbursement of all fees and out-of-pocket expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and to the Administrative Agent’s counsel) LEGAL02/39302758v7 required to be reimbursed or paid by the Borrower hereunder or under any other agreement with the Administrative Agent or SunTrust Xxxxxxxx Xxxxxxxx, Inc.; (j) An Affidavit of Out-Of-State Execution and Delivery regarding the execution and delivery of the Notes and the other documents contemplated by this Amendment, duly executed by the Borrower and notarized; and (k) Such other documents as set forth in an invoice the Administrative Agent may reasonably request. To the extent that any notice was required to be delivered or otherwise provided prior to the Company at least Third Amendment Effective Date pursuant to the terms of the Credit Agreement in connection with any of the transactions contemplated by this Amendment (other than for the Notice of Borrowing provided for in clause (f) of this Section 4, in which case such prior notice shall be required to be provided one (1) Business Day prior to the Tenth effectiveness of this Amendment Effective Date) (regardless of the Type of Loan requested)), including any notices required pursuant to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent 2.14 and the Lenders Section 2.16, and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubtsuch notice was not so provided, the Tenth Amendment Incremental Tranche D Lenders) and parties hereto waive the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or requirement of such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctnotice.

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective upon the satisfaction of the condition set forth in paragraph (a) below; provided that the amendments set forth in Sections 2 through 12, the authorization set forth in Section 13 and the agreement set forth in Section 16 shall become effective only upon the satisfaction, on the first a date (the “Tenth Amendment "Effective Date”") when on or prior to February 28, 2004, of each of the following conditions precedent have been satisfied:set forth below (and failing such satisfaction by such date, such amendments, authorization and agreements shall cease to be of any further force or effect): (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx The Administrative Agent shall have received counterparts hereof duly executed and delivered to by Goodyear, each Borrower and the Administrative Agent this Amendment;Majority Lenders. (b) No Default The Administrative Agent shall have occurred received such evidence as it shall reasonably have requested as to the corporate power and be continuing authority of Goodyear and each of the Borrowers to enter into this Amendment and to perform its obligations hereunder and under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions);as amended hereby. (c) The Administrative Agent shall have received from a certificate of an officer of each Loan Party a counterpart of Goodyear and the European J.V. to the effect that the representations and warranties set forth in Section 15 are true and correct in all material respects on and as of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party;Effective Date. (d) The Administrative Agent shall have received from the Borrowers any notes required Amendment Fees payable by Goodyear pursuant to Section 2.06(c) of 16 and all other fees payable to the Credit Agreement signed on behalf of such party;Arrangers and the Administrative Agent. (e) The Administrative Agent US Term Facility Agreement shall have received been amended to require that (i) if proceeds from borrowings under the ABL Facilities Agreement pursuant to commitments becoming effective substantially concurrently with the Effective Date shall exceed $300,000,000, Goodyear shall prepay loans under the US Term Facility Agreement in an aggregate amount equal to 100% of such documents proceeds in excess of $300,000,000, net of the aggregate fees and certificates out-of-pocket expenses paid by Goodyear in connection with the borrowings under the ABL Facilities and the related bank agreements and (ii) Goodyear shall apply 50% of the Net Cash Proceeds of incurrences or issuances of Senior Subordinated-Lien Indebtedness to prepay loans under the US Term Facility Agreement. (f) The US Revolving Facility Agreement shall have been amended to require that (i) 50% of the Net Cash Proceeds (as defined therein) of all issuances or incurrences of Senior Subordinated-Lien Indebtedness be applied to permanently reduce or restrict the Administrative Agent may reasonably request relating Regular Way Commitments (as defined therein), or, if applicable, the Commitments thereunder after the US Term Facility has been repaid in full and (ii) if proceeds from borrowings under the ABL Facilities Agreement pursuant to commitments becoming effective substantially concurrently with the Effective Date shall exceed $300,000,000, Goodyear shall apply to the organizationreduction or restriction of commitments under the US Revolving Facility after the US Term Facility has been repaid in full an aggregate amount equal to 100% of such proceeds in excess of $300,000,000, existence net of the aggregate fees and good standing of each Loan Partyout-of-pocket expenses paid by the Borrower in connection with the borrowings under the ABL Facilities and the related bank amendments. (g) The US Revolving Facility Agreement, the authorization of US Term Facility Agreement and the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents ABL Facilities Agreement shall have been or the Tenth Amendment Transactions and this Amendment, all shall simultaneously be amended in form and substance a manner reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed Agent to permit the incurrence, issuance and delivered that certain Tenth Amendment Fee Lettersale of Senior Subordinated-Lien Indebtedness and the other transactions contemplated hereby, in form and substance reasonably satisfactory each case in a manner substantially corresponding to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant amendments to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, includingAgreement effected hereby, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) applicable. The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and notify the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) when it determines that the Collateral and Guarantee Requirement has foregoing conditions have been satisfied and (y) compliance with the conditions set forth in paragraphs (a) that this Amendment has become fully effective, and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding upon the Lenders.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental New Tranche D G Term Lenders to fund make the Tenth Amendment Incremental New Tranche D Loans, G Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “February 2018 Refinancing Facility Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrowers, the Lenders Borrower party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsCredit Agreement on the date hereof, (ii) the Agent, and (iii) the Tenth Amendment Incremental New Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentG Term Lenders; (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation the making of the Tenth Amendment New Tranche G Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “February 2018 Refinancing Facility Effective Date” in each place they appear therein, the words “Second Restatement Transactions)” in Section 3.13(a) of the Credit Agreement shall be deemed to be “February 2018 Refinancing Facility Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) The Administrative the Agent shall have received from each Loan Party a counterpart certificate dated as of the Reaffirmation February 2018 Refinancing Facility Effective Date and executed by a Financial Officer of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partyBorrower with respect to the conditions set forth in paragraph (b) above; (d) The Administrative the Agent shall have received from a notice of borrowing with respect to the Borrowers any notes required pursuant to New Tranche G Term Loans in accordance with Section 2.06(c2.03 and Section 2.26(a) of the Credit Agreement signed on behalf of such partyAgreement; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all a solvency certificate in form and substance reasonably satisfactory to the Administrative AgentAgent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the February 2018 Refinancing Facility Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) The Borrower Representative the Agent shall have executed received legal opinions, board resolutions and other closing certificates consistent with those delivered that certain Tenth on the Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative AgentNo. 4 Effective Date; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment February 2018 Refinancing Facility Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any New Tranche G Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment February 2018 Refinancing Facility Effective Date;; and (kh) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of New Tranche G Term Loans or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the February 2018 Refinancing Facility Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the February 2018 Refinancing Facility Effective Date. The Agent shall notify the Borrower and the Lenders of the February 2018 Refinancing Facility Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This AmendmentNotwithstanding anything in this Agreement to the contrary, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, this Agreement shall not become effective on the first date (the “Tenth Amendment Effective Date”) when until each of the following conditions precedent shall have been satisfiedsatisfied or waived in writing by the XXXXX Xxxxxx: (ai) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx The Borrower shall have duly executed and delivered to the Administrative Agent TIFIA Lender this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organizationTIFIA Bond, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent;TIFIA Lender. (fii) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent TIFIA Lender certified, complete, and the Lenders and dated the Tenth Amendment Effective Date) fully executed copies of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) each of the Borrowers, in other TIFIA Loan Documents and each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date Indenture Document and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries each such agreement shall be in full force and effect; andeffect and in form and substance satisfactory to the TIFIA Lender, and all conditions contained in such documents to the closing of the transactions contemplated thereby shall have been fulfilled or effectively waived (provided that for purposes of this Section 12(a)(ii) (Conditions Precedent to Effectiveness), any such waiver shall be subject to the TIFIA Lender’s consent in its sole discretion). (miii) Counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1) and bond counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-2). (iv) The representations Borrower shall have caused the Office of the Attorney General of the State to have rendered to the XXXXX Xxxxxx a legal opinion, in form and warranties substance satisfactory to the TIFIA Lender (including those opinions set forth on Exhibit B of the CDOT Direct Agreement). (v) The Borrower shall have provided a certificate from the Borrower’s Authorized Representative as to the absence of debarment, suspension or voluntary exclusion from participation in Section 4 Federal Government contracts, procurement and non-procurement matters substantially in the form attached hereto as Exhibit C with respect to the Borrower and its principals (as defined in 2 CFR § 180.995). The Borrower shall be true have provided a certificate from CDOT’s Authorized Representative (as defined in the CDOT Direct Agreement) as to the absence of debarment, suspension or voluntary exclusion from participation in Federal Government contracts, procurement and correctnon-procurement matters substantially in the form attached to the CDOT Direct Agreement as Exhibit C with respect to CDOT and its principals (as defined in 2 CFR § 180.995). (vi) The Borrower shall have provided to the TIFIA Lender satisfactory evidence that the Project has been included in (A) the metropolitan transportation improvement program adopted by the DRCOG, (B) the State transportation plan, and

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, Agreement shall become effective on as of the first date (the “Tenth Amendment Effective Date”) Date at such time when each all of the following conditions precedent have been are satisfied: (a) Each All action on the part of each Borrower and each other party necessary for the valid execution, delivery and performance by each Borrower of this Agreement, that certain Ninth Modification to Bridge Loan Agreement dated as of the Borrowersdate hereof, the Lenders party hereto (constituting the Required Lendersand all other documentation, determined immediately prior instruments, and agreements to giving effect be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx Agent shall have executed and delivered been provided to the Administrative Agent this Amendment;Agent. (b) No Default Borrowers shall have occurred and be continuing under made the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions);$5,000,000.00 Senior Loan principal payment. (c) The Administrative Agent STAG Investments Holdings III, LLC shall have received from each Loan Party executed a counterpart of the Reaffirmation of Guarantee Consent to this Agreement (signature page following Lender and Collateral Agreement and the other Loan Documents signed on behalf of such party;Borrowers’ signature pages hereto). (d) The Administrative Agent With respect to the Senior Loan, Xxxxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx shall have received from executed a $5,000,000.00 Amended and Restated Guaranty in form acceptable to the Borrowers any notes required pursuant to Section 2.06(c) Lender effective as of the Credit Agreement signed on behalf of such party;Effective Date. (e) Borrowers shall have opened the CapEx Escrow Account. (f) The Administrative Agent shall have received such documents executed resolutions, secretary’s certificates and certificates of legal existence as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, specify all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed Agent and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent;its counsel. (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written legal opinion (of the Borrowers’ and Guarantors’ counsel addressed to the Administrative Agent and the Lenders and dated Lender, covering such matters relating to the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLPBorrowers, counsel for Guarantors, the Loan Parties, Documents and/or the transactions contemplated thereby as the Agent shall reasonably request. (h) The Borrowers shall have paid an extension fee in form the amount of $302,048.00 in respect of the extensions of the Senior Loan Maturity Date and substance reasonably satisfactory Bridge Loan Maturity Date. (i) All fees and expenses incurred by the Agent in connection with the preparation and negotiation of this Agreement and related documents (including the reasonable fees and expenses of counsel to the Administrative Agent;) shall have been paid in full. (j) The Lenders (including, for the avoidance No Event of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent Default shall have received all documentation occurred and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date;be continuing. (k) The Administrative Agent Borrowers shall have received a certificateexecuted and delivered to the Agent such additional documents, dated instruments, and agreements as the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctAgent may reasonably request.

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Eleventh Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become not be effective on the first date (the “Tenth Amendment Effective Date”) when until each of the following conditions precedent have has been satisfiedfulfilled to the sole satisfaction of the Lender: (a) Each This Eleventh Amendment shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect and shall be in form and substance satisfactory to the Lender. (b) All action on the part of the BorrowersObligors necessary for the valid execution, delivery and performance by the Lenders party hereto Obligors of this Eleventh Amendment and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (constituting c) The Lender shall have received from the Required LendersObligors an amendment fee in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00) (the “Amendment Fee”). The Amendment Fee shall be fully and irrevocably earned by the Lender upon execution of this Amendment, determined immediately prior and is non-refundable to the Obligors. (d) After giving effect to the Tenth Amendment Transactions) matters contemplated by this Eleventh Amendment, including, without limitation, the repayment in full of the Aston 2016 Debt and the Tenth Energy Source Debt, Availability shall not be less than $8,500,000.00. (e) The Lender shall have received from the Obligors written confirmation that the Aston 2016 Debt and the Energy Source Debt have been paid in full, in form and substance satisfactory to the Lender. (f) The Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the Obligors certifying (i) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Eleventh Amendment Incremental Tranche D and all documents referenced therein and related thereto are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign such documents. (g) The Lender shall have received an executed written opinion of Xxxxxxxxxx Xxxxxxx LLP with regard to the matters addressed in this Eleventh Amendment in form and substance satisfactory to the Lender. (h) The Lender shall have received fully-executed (as applicable) copies of all items set forth on the Lender’s closing checklist which has been provided to the Obligors. (i) The Obligors shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred Lender such additional documents, instruments, and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates agreements as the Administrative Agent Lender may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;request. (j) The Lenders (including, for In accordance with the avoidance terms and conditions of doubtLoan Agreement, the Tenth Amendment Incremental Tranche D LendersObligors shall pay to Lender (i) all costs and expenses of the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership RegulationLender, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowersreasonable attorneys’ fees, in each case to connection with the extent requested preparation, negotiation, execution and delivery of this Eleventh Amendment and all documents related thereto and/or associated therewith through and including January 25, 2017 in writing at least seven the amount of $37,270.40, and (7ii) days the outstanding attorneys’ fees due prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Eleventh Amendment Effective Date and signed by a Responsible Officer in the amount of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct$8,643.02.

Conditions Precedent to Effectiveness. This Amendment, and the obligation 7.1 The satisfaction of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each of the following shall constitute conditions precedent have been satisfied:to the effectiveness of this Agreement and each and every provision hereof, and this Agreement shall be effective as of the date upon which such conditions precedent shall be fully and completely satisfied (such date being the “Forbearance Effective Date”): (a) Each a copy of this Agreement shall have been originally executed by the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) Borrower and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentLender; (b) No Default the Borrower shall have occurred and paid $300,000 by wire transfer of immediately available funds to the Lender to an account designated by the Lender, to be continuing applied to pay a portion of the accrued interest outstanding under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions)Secured Bridge Note; (c) The Administrative Agent the Borrower shall have received from each Loan Party a counterpart paid $95,765.91 by wire transfer of immediately available funds to the Lender to an account designated by the Lender, representing fees and expenses (including attorneys’ fees) reimbursable pursuant to Section 11(u) of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such partySecured Bridge Note; (d) The Administrative Agent ABE Fairmont shall have received from the Borrowers any notes required pursuant to Section 2.06(c) entered into an amendment of the CoBank Loan Documents to amend, among other things, Sections 11(A) and 11(B), respectively, of the Master Loan Agreement dated as of November 20, 2006 between Farm Credit Agreement signed on behalf Services of America, FLCA and ABE Fairmont (as amended) to provide for (i) a reduction of the minimum working capital amount to $8,000,000 through February 2010, increasing to $9,000,000 effective March 2010 through August 2010, then increasing to $10,000,000 effective September 2010 and thereafter, and (ii) a minimum net worth test of not less than $48,000,000, increasing to $49,000,000 effective March 2010 and further increasing to $50,000,000 effective September 2010 and thereafter, and waiving action for anticipated violation of the current $52,000,000 requirement for April 2009, so long as net worth is not less than $48,000,000, such partyamendment to be in form and substance satisfactory to the Lender; (e) The Administrative Agent the Borrower shall have received such documents opened the Blocked Account with U.S. Bank, National Association (“U.S. Bank”) and certificates as the Administrative Agent may reasonably request relating to Borrower, U.S. Bank and the organization, existence and good standing of each Loan Party, Lender shall have entered into the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all Control Agreement in form and substance reasonably satisfactory to the Administrative Agent;Lender; and (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders Lender shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (includingeach compliance package, for the avoidance of doubtincluding financial statements, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees compliance certificates and other amounts due deliverables, as applicable, delivered by ABE Fairmont to CoBank as the administrative agent under the CoBank Loan Documents, as of and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreementfor ABE Fairmont’s fiscal year ended September 30, this Amendment and/or the Tenth Amendment Fee Letter2008, includingfiscal quarter ended December 31, 2008 and, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice previously delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLPCoBank, counsel for the Loan Partiesfiscal quarter ended March 31, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct2009.

Conditions Precedent to Effectiveness. This Amendment, and the obligation The effectiveness of the Tenth Amendment Incremental Tranche D Lenders this ------------------------------------- Agreement is subject to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each fulfillment of the following conditions precedent have been satisfiedprecedent: (a) Each Lender shall be satisfied, in its reasonable discretion, with each Borrower's and each Guarantor's financial condition, Properties, business, affairs or prospects as of the Borrowers, the Lenders party hereto effective date. (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactionsb) and the Tenth Amendment Incremental Tranche D Xxxxxxx Borrowers shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default Lender all of Borrowers' Loan Papers, in form and substance satisfactory to Lender. Each Guarantor shall have occurred delivered to Lender its Guaranty Agreement in the form and be continuing under the Credit Agreement immediately prior substance satisfactory to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions);Lender. (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered such financing statements and statements of changes and lien filings as Lender shall request to record, evidence or perfect the Liens granted to Lender under the Loan Papers. Lender shall have received such UCC and Lien search reports as it shall deem appropriate to evidence that certain Tenth Amendment Fee Letterits Liens on the Collateral are first priority Liens, subject only to other Liens acceptable to Lender in its sole discretion. In addition, Borrowers agree that the XXX-0, XXX-0, and UCC-3 Financing Statements and Statements of Change presently filed of record, including but not limited to those listed on Exhibit 2 attached hereto, shall remain in full force and effect and shall be applicable to the security interests granted in the prior Security Agreement and herein. (d) Lender shall have received, in form and substance reasonably satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent termination by all existing floor plan lenders of their financial arrangements with Borrowers and the Lenders shall have received the Initial Budget, a true termination and complete copy release by them of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance any interest in and to any Property of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee LetterBorrowers, including, to the extent invoicedbut not limited to, payment or reimbursement of landlord waivers, all fees duly authorized, executed and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof;delivered. (ie) The Administrative Agent Lender shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Partiesreceived, in form and substance reasonably satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Administrative Agent; (j) The Lenders (includingCollateral or to effectuate the provisions or purposes of this Agreement and the other financing agreements, for including acknowledgments by warehousemen of Lender's security interests in the avoidance Collateral, waivers by such persons of doubtany security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the Tenth Amendment Incremental Tranche D Lenders) premises to exercise its rights and remedies and otherwise deal with the Administrative Agent shall Collateral. Because the Borrowers have received all documentation represented to Lender that it is not possible for them obtain the landlord lien and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including mortgagee lien waivers before the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or execution of this Agreement but such other applicable IRS form) of waivers can be obtained shortly thereafter; as an accommodation to the Borrowers, in each case Lender is not requiring the Borrowers to deliver such lien waivers at the extent requested in writing at least seven (7) days prior time of execution of this Agreement; provided, however, the Borrowers agree and acknowledge that the Lender's receipt of executed lien waivers is a material inducement for Lender making and continuing to the Tenth Amendment Effective Date;fund Advances under this Agreement. (kf) The Administrative Agent Lender shall have received a certificatecertificate of a duly authorized officer of each Borrower, dated certifying that (i) no Default or Event of Default exists, (ii) the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be Article V hereof are true and correctcorrect in all material respects, and (iii) it has complied with all agreements and conditions to be complied with by it under the Loan Papers by such date. (g) Lender shall have received a certificate of the secretary of each Borrower and each Guarantor certifying (i) that attached copies of its articles of incorporation, bylaws or other organizational documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Papers is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this loan transaction, and (iii) to the incumbency, name and signature of each officer or representative authorized to sign the Loan Papers on behalf of the entity. Lender may conclusively rely on this certificate until it is otherwise notified by any Borrower in writing.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D 2017 Refinancing Term Lenders to fund make the Tenth Amendment Incremental Tranche D Loans, 2017 Refinancing Term Loans shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 4 Effective Date”): the Agent shall have been satisfied: received counterparts of this Agreement that, when taken together, bear the signatures of (ai) Each the Borrower, Holdings and the Subsidiaries of the BorrowersBorrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2017 Refinancing Term Lenders party hereto and (iv) Lenders constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; Lenders (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including the making of the 2017 Refinancing Term Loans and the consummation of the Tenth Amendment TransactionsTranche D Refinancing, the Tranche E Refinancing and the Tranche F Refinancing); (c) The Administrative Agent shall have received from each Loan Party a counterpart ; at the time of and immediately after giving effect to the making of the Reaffirmation of Guarantee and Collateral Agreement 2017 Refinancing Term Loans and the other Loan Documents signed on behalf application of such party; (dthe proceeds thereof, each of the conditions set forth in Section 4.01(b) The Administrative Agent shall have received from the Borrowers any notes required pursuant to and Section 2.06(c4.01(c) of the Credit Agreement signed on behalf shall be satisfied; provided that, for purposes of such party; (ethe condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) The Administrative of the Credit Agreement shall be deemed to be “Amendment No. 4 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2017 Refinancing Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; the Agent shall have received such documents a certificate dated as of the Amendment No. 4 Effective Date and certificates as executed by a Financial Officer of the Administrative Agent may reasonably request relating Borrower with respect to the organization, existence conditions set forth in paragraph (b) above; the Agent shall have received a notice of borrowing with respect to each of (i) the New Tranche E Term Loans and good standing of each Loan Party, (ii) the authorization New Tranche F Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to Credit Agreement; the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory Agent to the Administrative Agenteffect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Administrative Agent; 2017 Refinancing Transactions, are solvent (gwithin the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) The Administrative Agent and above); the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees legal opinions, board resolutions and other amounts due and payable closing certificates consistent with those delivered on or the Amendment No. 3 Effective Date; the Agent shall have received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 4 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any 2017 Refinancing Term Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 4 Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.

Conditions Precedent to Effectiveness. This (a) The resignation of the Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the effectiveness of the amendments set forth in Section 2.1 of this Amendment, and are subject to the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date of such satisfaction or waiver of such conditions being referred to herein as the “Seventh Amendment Effective Date” and the time of such satisfaction or waiver of such conditions being referred to herein as the, the “Seventh Amendment Effective Time”): (a1) Each the Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent, the Existing Swingline Lender, the Swingline Lender, the Existing Issuing Lender, the Issuing Lender, each Exiting Lender and the Lenders representing 100% of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing Commitments under the Credit Agreement immediately prior to giving effect to have each delivered a duly executed counterpart of this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f2) The Borrower Representative the Parent Borrower, the OpCo Borrower, the Successor Administrative Agent, the Successor Collateral Agent, the Swingline Lender, the Issuing Lender and the Lenders representing 100% of the Commitments have each delivered a duly executed counterpart of the Credit Agreement to the Administrative Agent; (3) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and delivered that certain Tenth consent attached to this Amendment Fee Letter(the “Acknowledgment”) to the Successor Administrative Agent; (4) the Successor Administrative Agent shall have received (A) a certificate from each of the Borrowers and each other Loan Party, dated the Seventh Amendment Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (5) the Successor Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Seventh Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the Administrative Agentmatters set forth in clauses (5) and (6) below; (g6) The each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Seventh Amendment Effective Date as if made on and as of such date; (7) no Default or Event of Default shall have occurred and be continuing on the Seventh Amendment Effective Date after giving effect to the effectiveness hereof; (8) the Parent Borrower shall have delivered to the Successor Administrative Agent and the Lenders shall have received the Initial Budgetan opinion from each of Debevoise & Pxxxxxxx LLP and Rxxxxxxx, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLPFinger, counsel for the Loan PartiesP.A., in form and substance reasonably satisfactory to the Successor Administrative AgentAgent and dated as of the Seventh Amendment Effective Date; (j9) The Lenders (including, for i) the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Successor Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date all documentation and other information required that has been requested in writing by bank regulatory authorities under the Successor Administrative Agent at least five Business Days prior to the Seventh Amendment Effective Date regarding the Loan Parties reasonably requested by the Successor Administrative Agent in order to allow the Successor Administrative Agent to comply with applicable “know your customer” and anti-money laundering rules and regulations, including and (ii) with respect to each Loan Party or any Subsidiary thereof that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the USA PATRIOT Act and “Beneficial Ownership Regulation”), the Successor Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Regulation in relation to such Loan Party or such other Subsidiary; (10) (A) the Borrowers shall have paid to the Existing Administrative Agent, (x) for the ratable account of each applicable IRS form) Lender, the aggregate outstanding principal amount of all Existing Loans and all accrued and unpaid interest and fees in respect of the BorrowersExisting Loans and Existing Commitments owing to each such Lender under the Existing Credit Agreement as of the Seventh Amendment Effective Date and (y) all reasonable and documented out-of-pocket expenses incurred by the Existing Administrative Agent, in each case connection with the preparation, negotiation, execution, delivery and administration of this Amendment and (B) JPMorgan Chase Bank, N.A., as Lead Arranger and the Successor Administrative Agent, shall have received all fees and expenses separately agreed with the Parent Borrower related to the Commitments to the extent requested due (which may be offset against the proceeds of any Loans made under the Credit Agreement on the date hereof); (11) the Successor Administrative Agent shall have received a notice of conversion of Eurodollar Loans (as defined in writing at least seven the Existing Credit Agreement) to Term SOFR Rate Loans; (712) days prior to the Tenth Successor Administrative Agent and the Term Loan Agent shall have executed and delivered the Notice of Successor Agent Under Intercreditor Agreement, dated as of the Seventh Amendment Effective Date; (k13) The Administrative Agent shall have received a certificateevidence of insurance coverage in form, dated scope, and substance reasonably satisfactory to the Tenth Amendment Effective Date Administrative Agent and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) otherwise in compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 terms of the Credit Agreement;; and (l14) Each FCC License held by the Loan Parties and their Subsidiaries Existing Administrative Agent shall be have received evidence of the Backstop L/C in full force and effect; and (m) . The representations making of Revolving Credit Loans by the Lenders on the Seventh Amendment Effective Date shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent and warranties each Lender that each of the conditions precedent set forth herein shall have been satisfied in Section 4 accordance with its respective terms or shall be true and correcthave been irrevocably waived by such Person.

Conditions Precedent to Effectiveness. This AmendmentThe effectiveness of this Agreement, and the obligation obligations of the Tenth Amendment Incremental Tranche D Assignee Revolving Credit Lenders to fund assume and purchase the Tenth Amendment Incremental Tranche D Loans, Revolving Credit Commitments and Revolving Credit Exposure of the Departing Revolving Credit Lenders shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction of the following conditions precedent have been satisfied:(the date (which must be a Business Day) on which such conditions precedent are satisfied or waived being referred to herein as the “Effective Date”): (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from counterparts of this Agreement that, when taken together, bear the signatures of (i) each Loan Party a counterpart of Party, (ii) the Reaffirmation of Guarantee Administrative Agent, (iii) each Continuing Revolving Credit Lender, (iv) each Additional Revolving Credit Lender, (v) each Signing Departing Revolving Credit Lender and Collateral Agreement and the other Loan Documents signed on behalf of such party; (dvi) each Issuing Bank. The Administrative Agent shall have received from counterparts of this Agreement that, when taken together, bear the Borrowers any notes required signature (after giving effect to the assignment by the Signing Departing Revolving Credit Lenders pursuant to Section 2.06(c2(a) but immediately before giving effect to the assignment by the other Departing Revolving Credit Lenders pursuant to Section 2(a)) of Revolving Credit Lenders constituting a majority in interest of the U.S. Revolving Credit Lenders and a majority in interest of the European Revolving Credit Lenders. (b) Subject to the Agreed Securities Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule II, on the Effective Date, each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement signed on behalf of such party; (e) The shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such documents date and certificates as the Administrative Agent may reasonably request relating executed by a Financial Officer of Holdings. (c) Subject to the organizationAgreed Security Principles and, existence and good standing of each Loan Party, in the authorization case of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Limited Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendmentlimitations set forth in Schedule II, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received legal opinions, corporate authorizations and closing certificates (similar in type to those described in clauses (i), (ii), (iii) and (iv) of Section 4.02(c) of the Initial BudgetOriginal Credit Agreement) reasonably requested by the Administrative Agent for each Loan Party (other than, with respect to certificates of good standing, Evergreen Packaging International (US) Inc., Evergreen Packaging USA Inc. and Pactiv Germany Holdings, Inc. (the “Dissolving Loan Parties”)) that is not a true and complete copy of which is attached hereto as Annex A;Limited Loan Party. (hd) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date (including pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, includingSections 2 and 7 hereof) and, to the extent invoiced, reimbursement or payment or reimbursement of all fees reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrowers under any Loan Document. (including reasonable feese) The Collateral Agents and each Loan Party that is not a Limited Loan Party shall have executed and delivered to the Administrative Agent a reaffirmation agreement (the “Reaffirmation Agreement”), charges substantially in the form attached hereto as Exhibit A, and disbursements other amendments, supplements and confirmations of existing Loan Documents reasonably requested by the Administrative Agent (it being understood that the documentation required to be delivered shall, in any event, be no more onerous to Holdings and the Subsidiaries than the documentation required to be delivered on the Third Restatement Date), in each Lender’s counsel case subject to the Agreed Security Principles and, with respect to the Limited Loan Parties, the limitations, qualifications and other provisions set forth in Schedule II, and in each case with any modifications necessary to reflect the Transactions and such other modifications that are reasonably satisfactory to Holdings and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correct.

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, Agreement shall become effective on the first date (such date, if any, the “Tenth Amendment Effective Exchange Closing Date”) when each of that the following conditions precedent have been satisfied: (a) Each of the Borrowers, the Lenders party The Legacy Borrower and Collateral Agent shall have received executed signature pages hereto from (constituting the Required Lenders, determined immediately prior to giving effect i) each New Term Lender in its capacity relating to the Tenth Amendment TransactionsExisting Loans, (ii) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered each New Term Lender in its capacity relating to the Administrative Agent this Amendment;New Loans, and (iii) the Collateral Agent. (b) No Default The Collateral Agent shall have occurred and be continuing under received evidence satisfactory to the New Term Lenders (in their sole discretion) that substantially concurrently with the Exchange Closing Date each of the conditions precedent to the effectiveness of the New Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation set forth in Section 7.1 of the Tenth Amendment Transactions);New Credit Agreement has been satisfied. (c) The Administrative Agent Any and all warrants, options, and other instruments or rights to purchase or receive equity in the Legacy Borrower (other than the Warrant Interests) shall have received from each Loan Party a counterpart been voided or cancelled and shall have no further effect; provided, however, that the Option to Purchase Equity Interest set forth in Section 9(a) of the Reaffirmation Existing Credit Agreement shall have first been exercised or replaced with an identical option and right of Guarantee the New Term Lenders to exercise such option immediately prior to the Closing of the Company Merger. Subject to Section 1.2 hereof, in the event and Collateral Agreement to the extent that any equity rights instruments, warrants, or options to purchase equity in the Legacy Borrower or the New Borrower held by any New Term Lender remain outstanding following the Loan Exchange, such instruments shall be subject to immediate cancellation or conversion as of the Closing of the Company Merger, unless otherwise agreed in writing by all New Term Lenders and the other Loan Documents signed on behalf of such party;New Borrower. No further rights to acquire equity in the New Borrower shall survive the Closing Date unless expressly provided for in this Agreement or the New Credit Agreement. (d) The Administrative Agent New Borrower shall have received from delivered the Borrowers any notes required pursuant Noteholders’ approved DRS Statement to Section 2.06(c) of its transfer agent with respect to the Credit Agreement signed on behalf of such party;Distributed Shares. (e) The Administrative Collateral Agent shall have received such documents and certificates as a Perfection Certificate of the Administrative Agent may reasonably request relating New Borrower, dated the Exchange Closing Date, substantially in the form of Exhibit E to the organizationNew Credit Agreement, existence with appropriate insertions and good standing of each Loan Partyattachments, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Collateral Agent;, executed by a duly authorized officer of New Borrower. (f) The Borrower Representative Loan Exchange shall have executed and delivered that certain Tenth Amendment Fee Letterbeen, in form and substance reasonably satisfactory to substantially contemporaneously with the Administrative Agenteffectiveness of the Closing of the Company Merger, to the Administrative Agent;consummated. (g) The Administrative Agent Senior Lender shall have exercised its Equity Purchase Option as set forth in Section 9(a) of the Existing Credit Agreement, and the Lenders Warrant Exchange shall have received been fully consummated as set forth herein, each substantially contemporaneously with the Initial Budget, a true and complete copy effectiveness of which is attached hereto as Annex A;the Closing of the Company Merger. (h) The Lenders (including, for Each of the avoidance representations and warranties of doubt, the Tenth Amendment Incremental Tranche D LendersLegacy Borrower contained in Section 4(a) are true and correct in all material respects on the Administrative Agent shall have received all fees Exchange Closing Date with the same effect as though such representations and other amounts due warranties had been made on and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement as of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof;such date. (i) The Administrative Agent Borrowers shall have received a written opinion (addressed provided the final results of the Loan Exchange and the Debt Conversion to the Administrative Collateral Agent and the New Term Lenders and dated the Tenth Amendment Effective Dateat least three (3) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory Business Days prior to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 Exchange Closing (or such other applicable IRS form) of the Borrowers, in each case shorter period as agreed to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctAgent).

Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, The amendments set forth in clause 2 hereof shall become effective on immediately upon the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent shall first have been satisfied: (a) Each of the Borrowers, the Lenders party parties hereto (constituting which shall include the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment TransactionsLenders and each Electing Term Lender as provided in clause (b) and the Tenth Amendment Incremental Tranche D Xxxxxxx of this Section 4) shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred All Term B-2 Lenders may elect (the “Electing Term Lenders”) to become Term B-4 Lenders and be continuing holders of Term B-4 Loans subject to all of the rights, obligations and conditions thereto under the Credit Agreement Agreement, as amended hereto, by executing the appropriate signature page in accordance with clause 5 hereof and delivering to the Administrative Agent such signature page (the “Term B-4 Loan Notice”) stating the amount of either (i) their Base Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Base Rate Loan or (ii) their Eurocurrency Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Eurocurrency Rate Loan, as applicable immediately prior to giving effect the effectiveness of the Credit Agreement, as amended hereto (the “Proposed Term B-4 Loan Amount”); provided that the aggregate amount of all Term Loans that may be reclassified as Term B-4 Loans in accordance with this clause 4(b) shall not exceed $1,000,000,000 (the “Extended Term Loan Cap”). In the event that the Electing Term Lenders collectively submit Term B-4 Loan Notices prior to the Consent Deadline indicating that the aggregate Proposed Term B-4 Loan Amount would exceed the Extended Term Loan Cap, such Electing Term Lenders shall be deemed to have extended and reclassified their Term B-2 Loans for either Term B-4 Base Rate Loans or Term B-4 Eurocurrency Rate Loans, as applicable, in an amount obtained by multiplying each such Electing Term Lender’s individual Proposed Term B-4 Loan Amount as set forth on such Electing Term Lender’s signature page to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation as of the Tenth Amendment Transactions);Consent Deadline (as defined below) by the quotient obtained by dividing the Extended Term Loan Cap by the aggregate Proposed Term B-4 Loan Amount of all Lenders obtained prior to the Consent Deadline, with rounding adjustments with respect to the amount to be allocated to each such Electing Term Lender as the Administrative Agent may determine in its discretion. (c) The Administrative Agent Each Term Lender executing this Amendment as a “Term B-4 Lender” shall have received from each Loan Party a counterpart of received, if requested by it, one or more replacement Notes payable to the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf order of such party;Term B-4 Lender duly executed by the Borrower in substantially the form of Annex B to Amendment No. 5, as amended hereto, as the case may be, evidencing such Term Lenders’ Term B-4 Loans, as extended; provided that such Term B-4 Lender shall have returned to the Borrower any Note held by it prior to the Effective Date. (d) The Administrative Agent Borrower shall have received from paid all reasonable fees and out-of-pocket expenses (including the Borrowers any notes reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llp) incurred by the Administrative Agent, Deutsche Bank Securities Inc., Xxxxx Fargo Securities, LLC and Banc of America Securities LLC in connection with the preparation, negotiation and execution of this Amendment or otherwise required pursuant to Section 2.06(c) of be paid in connection with this Amendment, to the Credit Agreement signed on behalf of such party;extent invoiced at least one Business Day prior to the date hereof. (e) The Administrative Agent shall have received such documents and certificates opinions as the Administrative Agent may reasonably request relating to the organizationbe requested by it, existence and good standing including an opinion of each Loan PartyRopes & Xxxx LLP, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating New York counsel to the Loan Parties, each dated as of the Loan Documents or the Tenth Amendment Transactions Effective Date and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent;. (f) The Borrower Representative Administrative Agent shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Administrative Agent, to the Administrative Agenteach Mortgaged Property; (g) The Administrative Agent and the Lenders shall have received from the Initial BudgetBorrower a consent fee payable in Dollars for the account of each Lender (other than a Defaulting Lender) that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time on August 18, 2009 (the “Consent Deadline” and each such Lender, a true “Consenting Lender”) equal to 0.05% of the sum of (x) the aggregate principal amount of Term Loans, if any, held by such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered and complete copy (y) the aggregate amount of the Revolving Credit Commitment, if any, of such Consenting Lender as of the Consent Deadline with respect to which is attached hereto as Annex A;a consent was delivered. (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) certificate of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan PartiesBorrower, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with certifying the conditions precedent set forth in paragraphs (aSections 4.02(a) and (b) of Section 4.03 the Credit Agreement shall have been satisfied on and as of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctEffective Date.

Conditions Precedent to Effectiveness. This AmendmentNotwithstanding anything in this Agreement to the contrary, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, this Agreement shall not become effective on the first date (the “Tenth Amendment Effective Date”) when until each of the following conditions precedent shall have been satisfiedsatisfied or waived in writing by the TIFIA Lender: (ai) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx The Borrower shall have duly executed and delivered to the Administrative Agent TIFIA Lender this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organizationTIFIA Bond, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent;TIFIA Lender. (fii) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent TIFIA Lender certified, complete, and the Lenders and dated the Tenth Amendment Effective Date) fully executed copies of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) each of the Borrowers, in other TIFIA Loan Documents and each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date Indenture Document and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries each such agreement shall be in full force and effect; andeffect and in form and substance satisfactory to the TIFIA Lender, and all conditions contained in such documents to the closing of the transactions contemplated thereby shall have been fulfilled or effectively waived (provided that for purposes of this Section 13(a)(ii) (Conditions Precedent to Effectiveness), any such waiver shall be subject to the TIFIA Lender’s consent in its sole discretion). (miii) Counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1) and bond counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-2). (iv) The representations Borrower shall have caused the Office of the Attorney General of the State to have rendered to the TIFIA Lender a legal opinion, in form and warranties substance satisfactory to the TIFIA Lender (including those opinions set forth on Exhibit B of the CDOT Direct Agreement). (v) The Borrower shall have provided a certificate from the Borrower’s Authorized Representative as to the absence of debarment, suspension or voluntary exclusion from participation in Section 4 Government contracts, procurement and non- procurement matters substantially in the form attached hereto as Exhibit C with respect to the Borrower and its principals (as defined in 2 C.F.R. § 180.995). (vi) The Borrower shall be true and correct.have provided to the TIFIA Lender satisfactory evidence that the Project has been included in (A) the metropolitan transportation improvement program adopted by the [DRCOG], (B) the State transportation plan, and

Conditions Precedent to Effectiveness. This Amendment(a) The effectiveness of this Amendment (other than the amendments to the Credit Agreement set forth in Section 4 hereof, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, which shall become effective on as set forth in paragraph (b) below) shall be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “First Amendment Effective Date”): (ai) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart counterparts of this Amendment that, when taken together, bear the Reaffirmation signatures of Guarantee (i) the Borrower and Collateral Agreement Holdings, (ii) the Agent, (iii) Lenders constituting the Required Lenders and (iv) Lenders constituting the other Loan Documents signed on behalf of such partyRequired Revolving Lenders; (dii) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 6 shall be true and correct, and the Agent shall have received a certificate dated as of the First Amendment Effective Date and executed by a Financial Officer of the Borrower to that effect; and (iii) the Agent shall have received all amounts required by Section 9.03 of the Credit Agreement or by any other Loan Document to be paid or reimbursed by the Borrower on the First Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby to the extent invoiced on or prior to the date hereof. The Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding. (b) The amendments to the Credit Agreement set forth in Section 4 hereof shall become effective on the date occurring on or after the First Amendment Effective Date on which the Borrower shall have incurred 2013 Incremental Term Loans and/or 2013 Senior Subordinated Notes in a combined aggregate principal amount of at least $1,200,000,000.

Conditions Precedent to Effectiveness. This Amendment, The effectiveness of this Agreement and the obligation obligations of the Tenth Amendment Incremental Tranche D New Revolving Lenders to fund provide the Tenth Amendment Incremental Tranche D Loans, New Revolving Commitments shall become effective on be subject to the first date (the “Tenth Amendment Effective Date”) when each satisfaction or waiver of the following conditions precedent have been satisfied:(the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 14 Effective Date”): (a) Each the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the BorrowersBorrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) each Issuing Bank and (iv) each of the Revolving Credit Lenders party hereto (constituting the Required Lendersin each case, determined as of immediately prior to giving effect to after the Tenth Amendment Transactions) and consummation of the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendmenttransactions set forth in Section 2); (b) No Default shall have occurred at the time of and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment the establishment of the New Revolving Commitments, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Amended Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including consummation component definitions thereof) and Section 3.13(a) of the Tenth Credit Agreement shall be deemed to be “Amendment No. 14 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions)” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be disregarded) and Section 3.13(a) of the Credit Agreement shall be deemed to be “New Revolving Facilities Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (c) The Administrative Agent shall have received from the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each Loan Party a counterpart case determined as of the Reaffirmation Amendment No. 14 Effective Date after giving effect to the New Revolving Facilities Transactions, including the application of Guarantee the proceeds thereof, and Collateral Agreement assuming the New Revolving Commitments are fully drawn, shall be no greater than 7.25 to 1.00 and the other Loan Documents signed on behalf of such party5.00 to 1.00, respectively; (d) The Administrative the Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) a certificate dated as of the Credit Agreement signed on behalf Amendment No. 14 Effective Date and executed by a Financial Officer of such partythe Borrower with respect to the conditions set forth in clause (b) and (c) above; (e) The Administrative the Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating a notice of termination with respect to the organization, existence and good standing of each Loan Party, Revolving Credit Commitments under the authorization Credit Agreement on the Amendment No. 14 Effective Date in accordance with Section 2.06(b) of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to Credit Agreement; (f) the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory Agent to the Administrative Agenteffect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Administrative AgentNew Revolving Facilities Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (g) The Administrative the Agent and the Lenders shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Initial Budget, a true and complete copy of which is attached hereto as Annex AAmendment No. 13 Effective Date; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment No. 14 Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act, that has been reasonably requested by the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (Agent or such other applicable IRS form) of the Borrowers, in each case to the extent requested in writing any New Revolving Lender at least seven (7) days five Business Days prior to the Tenth Amendment No. 14 Effective Date;; and (ki) The Administrative the Agent shall have received a certificate, dated payment of all fees and reimbursement of all expenses separately agreed in writing by the Tenth Amendment Effective Date Borrower and signed by a Responsible Officer the arrangers of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of revolving credit facilities contemplated hereby or required by Section 4.03 9.03 of the Credit Agreement; (l) Each FCC License held Agreement or by any other Loan Document to be reimbursed by the Loan Parties Borrower on the Amendment No. 14 Effective Date in connection with this Agreement and their Subsidiaries the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least one Business Day prior to the Amendment No. 14 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 14 Effective Date, and such notice shall be in full force conclusive and effect; and (m) The representations and warranties set forth in Section 4 shall be true and correctbinding.

Conditions Precedent to Effectiveness. This AmendmentNotwithstanding anything in this Agreement to the contrary, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, this Agreement shall not become effective on the first date (the “Tenth Amendment Effective Date”) when until each of the following conditions precedent shall have been satisfiedsatisfied or waived in writing by the TIFIA Lender: (ai) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx The Borrower shall have duly executed and delivered to the Administrative Agent TIFIA Lender this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organizationTIFIA Bond, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent;TIFIA Lender. (fii) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent TIFIA Lender certified, complete, and the Lenders and dated the Tenth Amendment Effective Date) fully executed copies of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) each of the Borrowers, in other TIFIA Loan Documents and each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date Indenture Document and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries each such agreement shall be in full force and effect; andeffect and in form and substance satisfactory to the TIFIA Lender, and all conditions contained in such documents to the closing of the transactions contemplated thereby shall have been fulfilled or effectively waived (provided that for purposes of this Section 13(a)(ii) (Conditions Precedent to Effectiveness), any such waiver shall be subject to the TIFIA Lender’s consent in its sole discretion). (miii) Counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1) and bond counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-2). (iv) The representations Borrower shall have caused the Office of the Attorney General of the State to have rendered to the TIFIA Lender a legal opinion, in form and warranties set forth substance satisfactory to the TIFIA Lender.11 (v) The Borrower shall have provided a certificate from the Borrower’s Authorized Representative as to the absence of debarment, suspension or voluntary exclusion from participation in Section 4 Government contracts, procurement and non- procurement matters substantially in the form attached hereto as Exhibit C with respect to the Borrower and its principals (as defined in 2 C.F.R. § 180.995). (vi) The Borrower shall be true and correct.have provided to the TIFIA Lender satisfactory evidence that the Project has been included in (A) the metropolitan transportation improvement program adopted by the [DRCOG], (B) the State transportation plan, and

Conditions Precedent to Effectiveness. This Amendment, and the obligation The obligations of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, parties hereto set forth in Sections 1 and 2 hereof shall become effective on immediately upon the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent shall first have been satisfied; provided, that the Effective Date shall (unless otherwise agreed in writing by GSMC, BAMI and the Borrower) be January 30, 2007: (a) Each of the Borrowers, the Lenders party parties hereto shall have executed and delivered this Agreement; (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactionsb) each of BAMI and the Tenth Amendment Incremental Tranche D Xxxxxxx GSMC shall have executed and delivered to each other counterparts of an assignment and assumption agreement, in the Administrative Agent this Amendment; form attached hereto as Exhibit A (b) No Default shall have occurred the “Assignment and be continuing Assumption Agreement”), for the assignment of 100% of the outstanding Loans under the Credit Agreement immediately prior from GSMC to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions)BAMI; (c) The Administrative Agent GSMC shall have received agreements, in form and substance satisfactory to it, from each Loan Party a counterpart of Person to which it has sold any participation in the Reaffirmation of Guarantee Loans, terminating each such participation, executed and Collateral Agreement and the other Loan Documents signed on behalf of delivered by each such partyparticipant; (d) The Administrative Agent GSMC shall have received from a supplement to the Borrowers any notes required pursuant Fee Letter, in the form attached hereto as Exhibit B, executed and delivered by Borrower and Parent (provided, that, to Section 2.06(c) the extent provided in such supplement, the Fee Letter and the Commitment Letter shall terminate following the occurrence of the Credit Agreement signed Effective Date (including payment to GSMC of all amounts set forth on behalf of such partySchedule 1 hereto)); (e) The Administrative Agent the Escrow Agreement, dated as of November 22, 2006, by and among Borrower, Parent, Meadowlands Xxxxx L.L.C., Meadowlands Xxxxx Limited Partnership and GSMC as escrow Agent, shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably been terminated on terms satisfactory to the Administrative AgentGSMC; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders GSMC shall have received payment in immediately available funds of the Initial Budget, a true and complete copy of which is attached hereto as Annex A; following: (hi) The Lenders (including, for the avoidance of doubtfrom BAMI, the Tenth Amendment Incremental Tranche D LendersPurchase Price set forth on Schedule 1 hereto, and (ii) and from the Administrative Agent shall have received Borrower, all fees fees, costs, expenses and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit AgreementDocuments, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Borrowerson Schedule 1 hereto, in each case to the extent requested in writing at least seven (7) days account specified on Schedule 1 hereto , provided, however, that GSMC agrees that, if it shall receive payment of the entirety of the foregoing amounts prior to the Tenth Amendment Effective Date; 12:00 noon (kEastern) The Administrative Agent on January 30, 2007, it shall have received rebate to BAMI, within one Business Day thereof, a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer portion of the Loan PartiesPurchase Price equal to one day’s interest accruing under the Credit Agreement on January 30, confirming 2007 with respect to the Loans (x) excluding from such calculation that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 portion of the Credit Agreement; Loans with respect which GSMC has previously sold participations (las referred to in Section 6(c) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effectabove)); and (mg) The representations and warranties set forth GSMC shall have received the Cadillac Amendment (as defined in Section 4 shall be true 8) duly executed and correctdelivered by the parties thereto.

Conditions Precedent to Effectiveness. This Amendment, Amendment shall not be effective unless and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when until each of the following conditions precedent have has been satisfied:fulfilled to the satisfaction of the Collateral Agent and each of the Purchasers party hereto (the date of such fulfillment, the “First Amendment Effective Date”): (a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth This Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have been duly executed and delivered to by each of the Administrative Dermavant Parties, the Collateral Agent this Amendmentand the Purchasers; (b) No Default The Purchasers and Collateral Agent shall have occurred received true, correct and be continuing under complete fully-executed copies of (i) the Amendment to NovaQuest Funding Agreement, (ii) the Amendment to Credit Agreement, (iii) the Equity Commitment Letter and (iv) an amendment to the Parity Intercreditor Agreement immediately prior in form and substance satisfactory to giving effect to this Amendment the Purchasers and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions)Collateral Agent; (c) The Administrative Agent Each Purchaser shall have received from each Loan Party a counterpart its Percentage Interest of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; RIPSA Shares; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party[Reserved]; (e) The Administrative Agent shall have received such documents and certificates as On the Administrative Agent may reasonably request relating First Amendment Effective Date, after giving effect to the organizationamendments contemplated hereby, existence (i) the representations and good standing of each Loan Party, the authorization warranties contained in Section 6 and Article III of the Tenth Existing RIPSA shall be true and correct as of the First Amendment Transactions Effective Date as though made on and this Amendment as of such date and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent;(ii) there exist no Events of Default; and (f) The Borrower Representative shall have executed Purchasers and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Collateral Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof;following: (i) The Administrative Agent shall have received a written an opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for to each of the Loan Dermavant Parties, in form and substance reasonably satisfactory as to the Administrative Agentmatters related to U.S. law; (jii) The Lenders an opinion of XXXXXXX XX, Swiss counsel to each of the Dermavant Parties, as to such matters as the Purchasers may reasonably request; (includingiii) an opinion of XXXXXXX XXXX & XXXXXXX LIMITED, for Bermuda counsel to each of the avoidance Dermavant Parties, as to such matters as the Purchasers may reasonably request; (iv) a copy of doubtthe resolutions of each of the Dermavant Parties, certified as of the Tenth First Amendment Incremental Tranche D Lenders) Effective Date by an officer thereof, authorizing the execution, delivery and performance by each of the Dermavant Parties of the Amendment and the Administrative Agent shall have received all documentation execution and delivery of the other information required documents to be delivered by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including such Person in connection herewith; (v) a certificate of the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS formappropriate official(s) of the Borrowersjurisdiction of organization, in each case to the extent requested in writing at least seven (7) certifying as of a recent date not more than 30 days prior to the Tenth First Amendment Effective DateDate as to the subsistence in good standing or qualification of each of the Dermavant Parties in such jurisdiction; (kvi) The Administrative Agent shall have received a certificatecopy of the organizational documents of each of the Dermavant Parties, together with all amendments thereto, certified as of the First Amendment Effective Date by an executive officer of each of the Dermavant Parties; (vii) a certificate of an officer of each of the Dermavant Parties, dated as of the Tenth First Amendment Effective Date and signed by a Responsible Officer certifying the names and true signatures of the Loan Parties, confirming (x) persons that the Collateral are authorized to execute and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) deliver this Amendment on behalf of Section 4.03 each of the Credit AgreementDermavant Parties; (lviii) Each FCC License held by the Loan Parties and their Subsidiaries results of searches for any effective financing statements, records of assignment for patents, trademarks or copyrights, tax Liens, judgment Liens, bankruptcy filings or other court proceedings, as the Purchasers shall be in full force and effect; and have reasonably requested, filed against or naming Dermavant or Dermavant Sciences, Inc. or its respective property, which results shall not show any such Liens (mother than Permitted Liens acceptable to the Purchasers) The representations and warranties set forth in Section 4 shall be true and corrector bankruptcy filings or other court proceedings (other than court proceedings acceptable to the Purchasers).

Conditions Precedent to Effectiveness. This AmendmentNotwithstanding any other provisions of this Third Amendment Agreement to the contrary, the amendments to the Purchase Agreement contained in Section 1 of this Third Amendment Agreement and the amendment and restatement of the Bigger Secured Notes, Security Agreement, Bigger Warrants and Bigger Unsecured Notes pursuant to Sections 2, 3, 4, and 5 of this Third Amendment Agreement (collectively, the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, “Document Amendments”) shall not become effective on the first date (the “Tenth Amendment Effective Date”) when until each of the following conditions precedent have set forth in this Section 6 has been satisfied: satisfied (a) Each in each case to the satisfaction of the Borrowers, Bigger Funds) or waived in writing by the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (includingBigger Funds; provided, for the avoidance of doubt, that upon becoming effective, the Tenth Amendment Incremental Tranche D LendersDocument Amendments shall be deemed effective, with full force and effect, as of the Effective Date: (a) and the Administrative Agent The Bigger Funds shall have received all fees this Third Amendment Agreement, duly executed and other amounts due delivered by Eastside and payable on or prior the Bigger Funds; (b) The Bigger Funds shall have received the Debt Satisfaction Agreement, duly executed and delivered by Eastside, the Bigger Funds, Aegis, LD, TQLA and the Bigger-Aegis-LD SPV, in form and substance satisfactory to the Tenth Amendment Effective Date pursuant Bigger Funds; (c) The transactions contemplated to occur at the closing of the Debt Satisfaction Agreement, including without limitation, the issuance by Eastside to the Credit Bigger-Aegis-LD SPV of 296,722 shares of Common Stock and 200,000 shares of SC Preferred Stock, shall have been consummated; (d) The Bigger Funds shall have received the Bigger-Aegis Intercreditor Agreement, this Amendment and/or duly executed and delivered by Eastside, Craft Canning, Aegis and the Tenth Amendment Fee LetterBigger Funds, including, in form and substance satisfactory to the extent invoicedBigger Funds; (e) Bxxxxx shall have received the A&R Second Closing Bigger Secured Note, payment or reimbursement of all fees duly executed and expenses delivered by Exxxxxxx and Bxxxxx; (including reasonable feesf) District 2 shall have received the A&R Second Closing District 2 Secured Note, charges duly executed and disbursements of each Lender’s counsel delivered by Eastside and District 2; (g) The Bigger Funds shall have received the A&R Security Agreement, duly executed and delivered by Eastside and the Administrative Agent’s counselBigger Funds; (h) Bigger shall have received the A&R Bigger Warrant, as set forth in an invoice duly executed and delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereofEastside and Bxxxxx; (i) The Administrative Agent District 2 shall have received a written opinion (addressed to the Administrative Agent A&R District 2 Warrant, duly executed and the Lenders delivered by Eastside and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative AgentDistrict 2; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent Bxxxxx shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act A&R First Bigger Unsecured Note and the Beneficial Ownership RegulationA&R Second Bigger Unsecured Note, in each case duly executed and delivered by Eastside and Bigger; (k) District 2 shall have received the A&R First District 2 Unsecured Note and the A&R Second District 2 Unsecured Note, in each case duly executed and delivered by Eastside and District 2; (l) Eastside and Craft Canning shall have delivered to the Bigger Funds copies of the following, in each case certified by a duly authorized officer: (i) As to each of Eastside and Craft Canning, resolutions authorizing the execution, delivery and performance by Eastside of this Third Amendment Agreement and any other documents executed by Eastside and/or Craft Canning in connection herewith (including, without limitation, a duly executed IRS Form W-9 the Bigger-Aegis-LD Intercreditor Agreement); and (or such other applicable IRS formii) Certificates of the Borrowersappropriate government officials of the state of incorporation or organization of each of Eastside and Craft Canning, in each case as applicable, as to the extent requested in writing at least seven (7) existence and good standing of Eastside and Craft Canning, each dated within 30 days prior to the Tenth Amendment Effective Datedate hereof; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations Bigger Funds shall have received such other instruments and warranties set forth in Section 4 documents incidental and appropriate to the transactions provided for herein as the Bigger Funds or their counsel may reasonably request, and all such documents shall be true in form and correctsubstance satisfactory to the Bigger Funds.

Conditions Precedent to Effectiveness. This Amendment, and the obligation The obligations of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, parties hereto set forth in Sections 1 and 2 hereof shall become effective on immediately upon the first date (the “Tenth First Amendment Effective Date”) when each of the following conditions precedent shall first have been satisfied: (a) Each The Successor Agent shall have received duly executed counterparts of this Amendment that, when taken together, bear the Borrowerssignatures of (i) the Borrower, the Lenders party hereto (constituting ii) each Guarantor, (iii) the Required Lenders, determined immediately prior to giving effect to (iv) Extended Revolving Credit Lenders providing Extended Revolving Credit Commitments in an aggregate principal amount of not less than $25,000,000, and (v) the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D Xxxxxxx shall have executed and delivered to the Administrative Agent this AmendmentExisting Agent; (b) No Default The Successor Agent shall have occurred and be continuing under received the Credit Agreement immediately prior executed legal opinion of Dechert LLP, counsel to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions)Loan Parties; (c) The Administrative Successor Agent shall have received from received, for the account of (i) each Loan Party Tranche C Term Lender that has executed and delivered a counterpart signature page approving this First Amendment, a fee in an amount equal to 0.25% of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf outstanding Term Loans of such partyLender as of the First Amendment Effective Date, (ii) each Existing Revolving Credit Lender who elects not to be an Extended Revolving Credit Lender but has executed and delivered a signature approving this First Amendment, a fee in an amount equal to 0.25% of such Lender’s Existing Revolving Credit Commitments and (iii) each Extended Revolving Credit Lender that has executed and delivered a signature page hereto, a fee in an amount equal to 0.25% of such Lender’s Extended Revolving Credit Commitment as of the First Amendment Effective Date; (d) The Administrative Agent Borrower shall have received from paid, free and clear of any recoupment or set-off, in immediately available funds (i) all amounts payable to the Borrowers any notes required Existing Agent as Existing Agent pursuant to Section 2.06(cthe Loan Documents (including reasonable fees and expenses of counsel) and (ii) all amounts payable to the Successor Agent as Successor Agent pursuant to the Loan Documents (including reasonable fees and expenses of the Credit Agreement signed on behalf of such partycounsel); (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent;[Intentionally Omitted] (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent;[Intentionally Omitted] (g) The Administrative Successor Agent and the Lenders shall have received confirmed in writing that the Initial Budget, a true and complete copy Existing Agent has completed each of which is attached hereto as Annex A;the tasks listed on Schedule 3 hereto; and (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Tenth Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) Each of the Borrowers, in each case to the extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date; (k) The Administrative Agent shall have received a certificate, dated the Tenth Amendment Effective Date and signed by a Responsible Officer of the Loan Parties, confirming (x) that the Collateral and Guarantee Requirement has been satisfied and (y) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement; (l) Each FCC License held by the Loan Parties and their Subsidiaries shall be in full force and effect; and (m) The representations and warranties set forth in Section 4 5 below shall be true and correctcorrect on and as of the First Amendment Effective Date.