Common use of Conditions to Initial Credit Extension Clause in Contracts

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of executed counterparts of (i) this Agreement, executed by Merger Sub and (ii) the Joinder Agreement, executed by Holdings, the Parent Borrower and each Subsidiary Co-Borrower, each of which shall be original or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party. (b) Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, the Merger shall be consummated pursuant to the Merger Agreement; provided that none of the following provisions of the Merger Agreement shall have been amended or waived in any respect materially adverse to the Lenders without the prior written consent of the Lead Arrangers, not to be unreasonably withheld: Sections 2.01, 2.03, 3.01, 6.01(c) (but only to the extent such amendment or waiver would have been required if the reference therein to $100 million were replaced with $200 million), 6.01(e), 6.01(f) (but only to the extent such amendment or waiver would have been required if Clear Media Limited and its subsidiaries were excluded from such provision), 6.01(g), 6.01(n), 6.01(r), 6.01(t) (to the extent relating to any of the foregoing), 6.13(b), 7.01 or 7.02 (except to the extent any condition set forth therein is not satisfied solely as a result of a breach of any of the foregoing provisions of Article VI of the Merger Agreement). (c) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Equity Contribution shall have been consummated. Upon satisfaction of the foregoing conditions and the disbursement of the Debt Funding (as defined in the Escrow Agreement) pursuant to Section 5(a)(i) of the Escrow Agreement, such Debt Funding shall be deemed to constitute an initial Credit Extension hereunder. The Parent Borrower may also obtain an Initial Revolving Borrowing permitted under clause (a)(ii) of the definition of “Permitted Initial Revolving Borrowing Purposes” by delivery to the Administrative Agent and, if applicable, the relevant L/C Issuer of a Request for Credit Extension in accordance with the requirements hereof. The Lenders may terminate their obligations to make Loans or other Credit Extensions hereunder if the foregoing conditions shall not have been satisfied (or waived pursuant to Section 10.01) at or prior to 11:59 p.m., New York City time, on the earliest of (i) the twentieth Business Day following the receipt of the Requisite Shareholder Approval (as defined in the Merger Agreement), (ii) the twentieth Business Day following the failure to obtain the Requisite Shareholder Approval at a duly held Shareholders’ Meeting (as defined in the Merger Agreement) after giving effect to all adjournments and postponements thereof, (iii) five Business Days following the termination of the Merger Agreement or (iv) December 31, 2008 (the “Termination Date”); provided, however, that if (A) the Requisite Shareholder Approval is obtained and (B) any regulatory approval required in connection with the consummation of the Merger has not been obtained (or has lapsed and not been renewed) or any waiting period under applicable antitrust laws has not expired (or has restarted and such new period has not expired), then the Termination Date shall automatically be extended until the twentieth Business Day following receipt of all such approvals (or renewals), but in no event later than March 31, 2009. If as of the Termination Date there is a dispute among any of the parties to the Escrow Agreement with respect to the disposition of any Escrow Funds (as defined in the Escrow Agreement), Merger Sub may, by written notice to the Administrative Agent, extend the Termination Date until the fifth Business Day following the final resolution of such dispute by a court of competent jurisdiction or mutual resolution by the parties to such dispute; provided, however, that the Termination Date with respect to any Lender shall occur on the date such Lender withdraws its portion of the Escrow Funds pursuant to Section 5(f) of the Escrow Agreement.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower, the Initial Lenders and the Administrative Agent: (a) The Administrative Agent’s receipt of executed counterparts of (i) this Agreement, executed by Merger Sub and (ii) the Joinder Agreement, executed by Holdings, the Parent Borrower and each Subsidiary Co-Borrowerfollowing, each of which shall be original original,.pdf or facsimiles (followed promptly facsimile copies or delivered by originals) other electronic method unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document and each other document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity constituting certificated securities referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; and (B) proper intellectual property security agreements and financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; (iv) such certificates of good standing or existence (to the extent such concept exists in the applicable jurisdiction) from the applicable secretary of state of the state of organization of each Loan Party, copies of resolutions or other corporate or limited liability company action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (v) an opinion from (A) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as counsel to the Loan Parties, (B) Faegre Xxxxx Xxxxxxx LLP, as Minnesota counsel to the Loan Parties, (C) Xxxxxxxxxx Xxxxxxx LLP, as New Jersey counsel to the Loan Parties, (D) Xxxxxxxx Xxxxxx, as Virginia counsel to the Loan Parties, (E) Xxxxxx, Xxxxx & Bockius LLP, as Pennsylvania counsel to the Loan Parties and (F) Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, as Ohio counsel to the Loan Parties, each in form and substance reasonably satisfactory to the Administrative Agent; and (vi) a Solvency Certificate from the chief financial officer of Borrower substantially in the form attached hereto as Exhibit D; provided, however, that, each of the requirements set forth in clause (iii)(A) and (B) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except to the extent that a Lien on such Collateral may be provided or perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates representing the Equity Interests of the Borrower and its Material Domestic Subsidiaries constituting Collateral, to the extent possession of such stock certificates or other certificates perfects a security interest in such Equity Interests (provided that such certificated Equity Interests of the Company’s Material Domestic Subsidiaries will be required to be delivered on the Closing Date only to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to do so) shall not constitute conditions precedent to any Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date or without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the Administrative Agent). (b) Prior All fees and expenses (to or the extent invoiced at least three days prior to the Closing Date) (except as otherwise reasonably agreed by the Borrower) required to be paid hereunder and under the Fee Letter shall have been paid from the proceeds of the initial fundings under the Facilities. (c) The Refinancing shall have been or, substantially simultaneously concurrently with the initial Credit Extension on the Closing DateBorrowing hereunder shall be, the Merger shall be consummated pursuant to the Merger Agreement; provided that none of the following provisions of the Merger Agreement consummated. (d) The Acquisition shall have been amended or, substantially concurrently with the initial Borrowing hereunder shall be, consummated in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, amendments, waivers or waived in any respect consents thereto by the Borrower (or Holdings) that are materially adverse to the Lenders or the Lead Arrangers without the prior written consent of the Lead Arrangers, Arrangers (such consent not to be unreasonably withheld: Sections 2.01, 2.03, 3.01, 6.01(cdelayed or conditioned) (but only it being understood and agreed that (a) any reduction in the purchase price shall not be materially adverse to the Lenders or the Lead Arrangers so long as such decrease is allocated first, to reduce the Equity Contribution to the extent such amendment or waiver would have been required if it exceeds the reference therein amount set forth in the definition of “Equity Contribution” and second, to $100 million were replaced with $200 million)reduce the amount of funded Indebtedness on the Closing Date, 6.01(e), 6.01(f(b) (but only any increase in the purchase price shall not be materially adverse to the extent Lenders or the Lead Arrangers so long as such amendment or waiver would have been required if Clear Media Limited increase is funded solely by an increase in the Equity Contribution and its subsidiaries were excluded from such provision), 6.01(g), 6.01(n), 6.01(r), 6.01(t(c) (any change to the extent relating definition of “Company Material Adverse Effect” in the Acquisition Agreement shall be materially adverse to any the Lenders). (e) Since the date of the foregoingAcquisition Agreement, there shall not have occurred and be continuing a Company Material Adverse Effect (as defined in the Acquisition Agreement), 6.13(b), 7.01 or 7.02 . (f) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except to the extent any condition set forth therein is not satisfied solely such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as a result of a breach of any of such earlier date) without giving effect to “materiality,” Material Adverse Effect or similar phrase, and the foregoing provisions of Article VI of the Merger Agreement)Specified Acquisition Agreement Representations shall be true and correct. (cg) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the The Equity Contribution shall have been or, substantially concurrently with the initial borrowing under the Facilities shall be, consummated. (h) The Administrative Agent and the Lead Arrangers shall have received the Annual Financial Statements, the Quarterly Financial Statements and the Pro Forma Financial Statements. (i) The Administrative Agent and the Initial Lenders shall have received at least three Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors and the principals thereof that was reasonably requested by the Administrative Agent or the Initial Lenders in writing at least ten days prior to the Closing Date and that the Administrative Agent and the Initial Lenders reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (j) The Borrower shall have issued, or substantially concurrently with the initial borrowing under the Facilities shall issue, the Senior Notes. Upon satisfaction Without limiting the generality of the foregoing provisions of Section 9.03(b), for purposes of determining compliance with the conditions and the disbursement of the Debt Funding (as defined specified in the Escrow Agreement) pursuant to this Section 5(a)(i) of the Escrow Agreement4.01, such Debt Funding each Lender that has signed this Agreement shall be deemed to constitute an initial Credit Extension hereunder. The Parent Borrower may also obtain an Initial Revolving Borrowing permitted under clause (a)(ii) of the definition of “Permitted Initial Revolving Borrowing Purposes” 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 delivery or acceptable or satisfactory to a Lender unless the Administrative Agent and, if applicable, the relevant L/C Issuer of a Request for Credit Extension in accordance with the requirements hereof. The Lenders may terminate their obligations to make Loans or other Credit Extensions hereunder if the foregoing conditions shall not have been satisfied (or waived pursuant to Section 10.01) at or received notice from such Lender prior to 11:59 p.m., New York City time, on the earliest of (i) the twentieth Business Day following the receipt of the Requisite Shareholder Approval (as defined in the Merger Agreement), (ii) the twentieth Business Day following the failure to obtain the Requisite Shareholder Approval at a duly held Shareholders’ Meeting (as defined in the Merger Agreement) after giving effect to all adjournments and postponements thereof, (iii) five Business Days following the termination of the Merger Agreement or (iv) December 31, 2008 (the “Termination Date”); provided, however, that if (A) the Requisite Shareholder Approval is obtained and (B) any regulatory approval required in connection with the consummation of the Merger has not been obtained (or has lapsed and not been renewed) or any waiting period under applicable antitrust laws has not expired (or has restarted and such new period has not expired), then the Termination proposed Closing Date shall automatically be extended until the twentieth Business Day following receipt of all such approvals (or renewals), but in no event later than March 31, 2009. If as of the Termination Date there is a dispute among any of the parties to the Escrow Agreement with respect to the disposition of any Escrow Funds (as defined in the Escrow Agreement), Merger Sub may, by written notice to the Administrative Agent, extend the Termination Date until the fifth Business Day following the final resolution of such dispute by a court of competent jurisdiction or mutual resolution by the parties to such dispute; provided, however, that the Termination Date with respect to any Lender shall occur on the date such Lender withdraws specifying its portion of the Escrow Funds pursuant to Section 5(f) of the Escrow Agreementobjection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of executed counterparts of (iA) this Agreement, executed by Merger Sub Sub, and (iiB) the Joinder Agreement, executed by Holdings, the Parent Borrower and each Subsidiary Co-Borrower, each of which shall be original originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party. (b) Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, the Merger shall be consummated pursuant to the Merger Agreement; provided that none of the following provisions of the Merger Agreement shall have been amended or waived in any respect materially adverse to the Lenders without the prior written consent of the Lead Arrangers, not to be unreasonably withheld: Sections 2.01, 2.03, 3.01, 6.01(c) (but only to the extent such amendment or waiver would have been required if the reference therein to $100 million were replaced with $200 million), 6.01(e), 6.01(f) (but only to the extent such amendment or waiver would have been required if Clear Media Limited and its subsidiaries were excluded from such provision), 6.01(g), 6.01(n), 6.01(r), 6.01(t) (to the extent relating to any of the foregoing), 6.13(b), 7.01 or 7.02 (except to the extent any condition set forth therein is not satisfied solely as a result of a breach of any of the foregoing provisions of Article VI of the Merger Agreement). (c) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Equity Contribution shall have been consummated. Upon satisfaction of the foregoing conditions and the disbursement of the Debt Funding (as defined in the Escrow Agreement) pursuant to Section 5(a)(i) of the Escrow Agreement, such Debt Funding shall be deemed to constitute an initial Credit Extension hereunder. The Parent Borrower may also obtain an Initial Revolving Borrowing permitted under clause (a)(ii) of the definition of “Permitted Initial Revolving Borrowing Purposes” by delivery to the Administrative Agent and, if applicable, the relevant L/C Issuer of a Request for Credit Extension in accordance with the requirements hereof. The Lenders may terminate their obligations to make Loans or other Credit Extensions hereunder if the foregoing conditions shall not have been satisfied (or waived pursuant to Section 10.01) at or prior to 11:59 p.m., New York City time, on the earliest of (i) the twentieth Business Day following the receipt of the Requisite Shareholder Approval (as defined in the Merger Agreement), (ii) the twentieth Business Day following the failure to obtain the Requisite Shareholder Approval at a duly held Shareholders’ Meeting (as defined in the Merger Agreement) after giving effect to all adjournments and postponements thereof, (iii) five Business Days following the termination of the Merger Agreement or (iv) December 31, 2008 (the “Termination Date”); provided, however, that if (A) the Requisite Shareholder Approval is obtained and (B) any regulatory approval required in connection with the consummation of the Merger has not been obtained (or has lapsed and not been renewed) or any waiting period under applicable antitrust laws has not expired (or has restarted and such new period has not expired), then the Termination Date shall automatically be extended until the twentieth Business Day following receipt of all such approvals (or renewals), but in no event later than March 31, 2009. If ; provided further, that, if as of the Termination Date there is a dispute among any of the parties to the Escrow Agreement with respect to the disposition of any Escrow Funds (as defined in the Escrow Agreement), Merger Sub may, by written notice to the Administrative Agent, extend the Termination Date until the fifth Business Day following after the final resolution of such dispute by a court of competent jurisdiction or mutual resolution by the parties to such dispute; provided, however, that the Termination Date with respect to any Lender shall occur on the date such Lender withdraws its portion of the Escrow Funds pursuant to Section 5(f) of the Escrow Agreement.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s receipt of executed counterparts of (i) this Agreement, executed by Merger Sub and (ii) the Joinder Agreement, executed by Holdings, the Parent Borrower and each Subsidiary Co-Borrowerfollowing, each of which shall be original originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party.: (bi) Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, the Merger shall be consummated pursuant to the Merger Agreement; provided that none of the following provisions of the Merger Agreement shall have been amended or waived in any respect materially adverse to the Lenders without the prior written consent of the Lead Arrangers, not to be unreasonably withheld: Sections 2.01, 2.03, 3.01, 6.01(c) (but only to the extent such amendment or waiver would have been required if the reference therein to $100 million were replaced with $200 million), 6.01(e), 6.01(f) (but only to the extent such amendment or waiver would have been required if Clear Media Limited and its subsidiaries were excluded from such provision), 6.01(g), 6.01(n), 6.01(r), 6.01(t) (to the extent relating to any of the foregoing), 6.13(b), 7.01 or 7.02 (except to the extent any condition set forth therein is not satisfied solely as a result of a breach of any of the foregoing provisions of Article VI of the Merger Agreement). (c) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Equity Contribution shall have been consummated. Upon satisfaction of the foregoing conditions and the disbursement of the Debt Funding (as defined in the Escrow Agreement) pursuant to Section 5(a)(i) of the Escrow Agreement, such Debt Funding shall be deemed to constitute an initial Credit Extension hereunder. The Parent Borrower may also obtain an Initial Revolving Borrowing permitted under clause (a)(ii) of the definition of “Permitted Initial Revolving Borrowing Purposes” by delivery to the Administrative Agent and, if applicable, the relevant L/C Issuer of a Request for Credit Extension in accordance with the requirements hereof. The Lenders ; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrowers in favor of each Lender that has requested a Note at least three (3) Business Days in advance of the Closing Date; (iv) a copy of the charter or certificate of formation (or the equivalent thereof) of each Loan Party certified by the secretary of state of the state of formation, if applicable, of such Loan Party and the other Organization Documents of each Loan Party; (v) subject to the proviso at the end of this Section 4.01(a), each Collateral Document and each other document set forth on Schedule 4.01 required to be executed on the Closing Date as indicated under such Schedule 4.01, in each case duly executed by each Loan Party thereto, together with: (A) subject to Section 10.20, certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) evidence of all other actions, recordings and filings required by the Loan Documents that the Administrative Agent may terminate their obligations deem reasonably necessary to make Loans satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including the filing of); and (C) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other Credit Extensions hereunder if appropriate filing offices of each jurisdiction as may be necessary to perfect the foregoing security interests purported to be created by the Security Agreement); (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action and incumbency certificates evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vii) customary opinions from Kxxxxxxx & Exxxx LLP and Txxx, Stettinius & Hollister LLP, counsel to the Loan Parties; (viii) a solvency certificate from the chief financial officer of the Parent Borrower (after giving effect to the Transactions) substantially in the form of Exhibit D-3 hereto; (ix) an officer’s certificate dated as of the Closing Date, to the conditions set forth in Section 4.01(c) and (d) (solely with respect to the Specified Representations); and (x) a Borrowing Base Certificate as of August 2, 2019; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on the Collateral may be perfected solely by (x) the filing of a financing statement under the Uniform Commercial Code or (y) the delivery of stock certificates representing the Equity Interests of the Borrowers and the Guarantors required to be pledged pursuant to the Collateral and Guarantee Requirement to the extent (i) possession of such stock certificates or other certificates perfects a security interest therein and (ii) other than in the case of stock certificates representing Equity Interests of the Initial Borrower, such stock certificates or other certificates have been received from the Company after the Initial Borrower’s use of commercially reasonable efforts to receive such documents and instruments) shall not have been satisfied (or waived pursuant constitute conditions precedent to Section 10.01) at any Credit Extension on the Closing Date after the Initial Borrower’s use of commercially reasonable efforts to satisfy such requirement on or prior to 11:59 p.m.the Closing Date without undue burden or expense; provided that the Borrowers shall deliver, New York City timeor cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests in accordance with Section 6.17. (b) Payment of all fees, closing payments and expenses required to be paid hereunder and due to the Administrative Agent, the Commitment Parties and the Bookrunners, and in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrowers), required to be paid on the earliest Closing Date. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, the Merger shall be consummated in all material respects pursuant to the Merger Agreement (but without giving effect to any amendments or modifications to the provisions thereof or express waivers or consents thereto that, in each case, are materially adverse to the interests of the Commitment Parties without the consent of the Commitment Parties, such consent not to be unreasonably withheld, conditioned or delayed (it being understood and agreed that (i) the twentieth Business Day following the receipt of the Requisite Shareholder Approval (as defined any change in the Merger Agreement), (ii) the twentieth Business Day following the failure to obtain the Requisite Shareholder Approval at a duly held Shareholders’ Meeting Consideration (as defined in the Merger Agreement) after shall be deemed not to be adverse to the interests of the Commitment Parties and (ii) any adverse modification to the definition of Beta Material Adverse Effect (or adverse express waiver or express consent in respect of the definition of Beta Material Adverse Effect) without the prior written consent of the Commitment Parties (such consent not to be unreasonably withheld, delayed or conditioned) shall be deemed to be materially adverse to the interests of the Commitment Parties); provided that in each case the Commitment Parties shall be deemed to have consented to such modification, amendment, waiver or consent unless they shall have objected thereto within 3 Business Days of receipt of written notice of such modification, amendment, consent or waiver. (d) The Specified Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects. (e) The Commitment Parties shall have received the Annual Financial Statements and Quarterly Financial Statements. (f) The Commitment Parties shall have received the Pro Forma Balance Sheet. (g) So long as requested at least ten (10) business days prior to the Closing Date, (x) the Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to Borrowers and the Guarantors that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and (y) any Loan Party that qualifies as a “legal entity customer,” under the Beneficial Ownership Regulation shall deliver, at least three (3) Business Days prior to the Closing Date, a beneficial ownership certificate to the Commitment Parties, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, in relations to such Loan Party (h) Since March 14, 2019, there shall not have been a Beta Material Adverse Effect. (i) The ABL Intercreditor Agreement shall have been executed by the Borrowers and Guarantors party thereto. (j) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, the Closing Date Refinancing shall have been consummated. (k) After giving effect to all adjournments the Credit Extension made on the Closing Date (and postponements thereof, (iii) five Business Days following the termination use of the Merger Agreement or (iv) December 31proceeds thereof), 2008 (the “Termination Date”); providedTotal Revolving Credit Exposure shall not exceed the Line Cap at such time. Without limiting the generality of the provisions of Section 9.03, however, that if (A) the Requisite Shareholder Approval is obtained and (B) any regulatory approval required in connection for purposes of determining compliance with the consummation of conditions specified in this Section 4.01, each Lender 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 Lender unless the Merger has not been obtained (or has lapsed and not been renewed) or any waiting period under applicable antitrust laws has not expired (or has restarted and Administrative Agent shall have received notice from such new period has not expired), then the Termination Date shall automatically be extended until the twentieth Business Day following receipt of all such approvals (or renewals), but in no event later than March 31, 2009. If as of the Termination Date there is a dispute among any of the parties Lender prior to the Escrow Agreement with respect to the disposition of any Escrow Funds (as defined in the Escrow Agreement), Merger Sub may, by written notice to the Administrative Agent, extend the Termination proposed Closing Date until the fifth Business Day following the final resolution of such dispute by a court of competent jurisdiction or mutual resolution by the parties to such dispute; provided, however, that the Termination Date with respect to any Lender shall occur on the date such Lender withdraws specifying its portion of the Escrow Funds pursuant to Section 5(f) of the Escrow Agreementobjection thereto.

Conditions to Initial Credit Extension. The obligation of each Initial Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to the satisfaction (or waiver in accordance with Section 10.01 and the paragraph immediately succeeding Section 4.01(h)) of the following conditions precedent: (a) The Administrative Agent’s receipt of executed counterparts of (i) this Agreement, executed by Merger Sub and (ii) the Joinder Agreement, executed by Holdings, the Parent Borrower and each Subsidiary Co-Borrowerfollowing, each of which shall be original originals, facsimiles or facsimiles other electronic copies (in each case, followed promptly by originalsoriginals if requested) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party., each in form and substance reasonably satisfactory to the Administrative Agent and each of the Initial Lenders: (i) executed counterparts of this Agreement, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, the Guaranty, the Security Agreement (and 115 (b) Prior All fees and expenses required to be paid on the Closing Date hereunder or substantially simultaneously pursuant to any agreement in writing entered into by the Borrower, as applicable, to the extent, with respect to expenses, invoiced at least three (3) Business Days prior to the Closing Date, shall have been paid in full in cash or will be paid on the Closing Date out of the initial Credit Extension on the Closing Date, the Merger shall be consummated pursuant to the Merger Agreement; provided that none of the following provisions of the Merger Agreement shall have been amended or waived in any respect materially adverse to the Lenders without the prior written consent of the Lead Arrangers, not to be unreasonably withheld: Sections 2.01, 2.03, 3.01, 6.01(c) (but only to the extent such amendment or waiver would have been required if the reference therein to $100 million were replaced with $200 million), 6.01(e), 6.01(f) (but only to the extent such amendment or waiver would have been required if Clear Media Limited and its subsidiaries were excluded from such provision), 6.01(g), 6.01(n), 6.01(r), 6.01(t) (to the extent relating to any of the foregoing), 6.13(b), 7.01 or 7.02 (except to the extent any condition set forth therein is not satisfied solely as a result of a breach of any of the foregoing provisions of Article VI of the Merger Agreement)Loans. (c) Prior to or substantially simultaneously with the such initial Credit Extensions on the Closing DateExtension of Loans, the Equity Contribution Refinancing shall have been consummated. Upon satisfaction of the foregoing conditions and the disbursement of the Debt Funding . (as defined in the Escrow Agreementd) pursuant to Section 5(a)(i) of the Escrow Agreement, such Debt Funding The Lead Arrangers shall be deemed to constitute an initial Credit Extension hereunder. The Parent Borrower may also obtain an Initial Revolving Borrowing permitted under clause (a)(ii) of the definition of “Permitted Initial Revolving Borrowing Purposes” by delivery to the Administrative Agent and, if applicable, the relevant L/C Issuer of a Request for Credit Extension in accordance with the requirements hereof. The Lenders may terminate their obligations to make Loans or other Credit Extensions hereunder if the foregoing conditions shall not have been satisfied (or waived pursuant to Section 10.01) at or prior to 11:59 p.m., New York City time, on the earliest of received (i) the twentieth Business Day following the receipt of the Requisite Shareholder Approval (as defined in the Merger Agreement), Audited Financial Statements and (ii) the twentieth Business Day following Unaudited Financial Statements. (e) The Administrative Agent and the failure to obtain the Requisite Shareholder Approval Initial Lenders shall have received at a duly held Shareholders’ Meeting least three (as defined in the Merger Agreement3) after giving effect to all adjournments and postponements thereof, (iii) five Business Days following prior to the termination of Closing Date all documentation and other information about the Merger Agreement or Loan Parties as has 116 (ivf) Since December 31, 2008 (2018, there has been no event or circumstance, either individually or in the “Termination Date”); provided, howeveraggregate, that if (A) the Requisite Shareholder Approval is obtained and (B) any regulatory approval required in connection with the consummation of the Merger has not been obtained (had or has lapsed and not been renewed) or any waiting period under applicable antitrust laws has not expired (or has restarted and such new period has not expired), then the Termination Date shall automatically would reasonably be extended until the twentieth Business Day following receipt of all such approvals (or renewals), but in no event later than March 31, 2009. If as of the Termination Date there is expected to have a dispute among any of the parties to the Escrow Agreement with respect to the disposition of any Escrow Funds (as defined in the Escrow Agreement), Merger Sub may, by written notice to the Administrative Agent, extend the Termination Date until the fifth Business Day following the final resolution of such dispute by a court of competent jurisdiction or mutual resolution by the parties to such dispute; provided, however, that the Termination Date with respect to any Lender shall occur on the date such Lender withdraws its portion of the Escrow Funds pursuant to Section 5(f) of the Escrow AgreementMaterial Adverse Effect.