Common use of Conditions to the Effective Date Clause in Contracts

Conditions to the Effective Date. The obligation of each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates 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 Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date.

Conditions to the Effective Date. The obligation of each Lender It shall be a condition to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by of the Lenders of Plan that the following conditions precedentshall have been satisfied or waived pursuant to the provisions of Article X hereof: (a) The Administrative Agent’s receipt the Confirmation Order in form and substance reasonably satisfactory to the Required Consenting Noteholders shall have been entered and shall have become a Final Order; (b) the certificates of incorporation and by-laws of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each Reorganized Debtors in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, Required Consenting Noteholders shall have been amended or created as provided in the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicablePlan; (iic) such certificates the New Board shall have been appointed; (d) the Debtors shall have received all authorizations, consents, regulatory approvals, rulings or resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as documents that are necessary to implement and effectuate the Administrative Agent may reasonably require evidencing Plan; (e) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this New ABL Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (iii) (A) Organization Documents New Senior Secured Notes Indenture, including all ancillary documents, opinions of each Loan Party counsel and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Partiescertificates, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective DateRequired Consenting Noteholders, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments executed and delivered; (if anyf) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereonthe Debtors shall have, or documentation shall have received pursuant to the New ABL Facility, the requisite funding to make any Distributions required under the Plan to be made in Cash; and (g) all other Plan Documents in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused Required Consenting Noteholders required to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or prior to the Effective Date all documentation shall have been executed and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsdelivered, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each caseand, to the extent requested at least five required, filed with the applicable governmental units in accordance with applicable laws, and shall be consistent in all respects with the Plan; and (5h) Business Days prior to all of the Closing Datereasonable, actual and documented fees and expenses of the Required Consenting Noteholders, including, but not limited to, the fees and expenses of Dechert LLP, their legal counsel, and FTI Consulting, Inc., their financial advisors, in accordance with the terms of the existing fee arrangements between such advisors and the Debtors, shall have been paid in full.

Conditions to the Effective Date. The obligation effectiveness of each Lender to amend and restated the Existing Credit this Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, Borrower and each in form Guarantor shall have executed and substance satisfactory delivered this Agreement and the other Loan Documents. (b) Receipt by the Administrative Agent of customary favorable opinions of legal counsel to the Loan Parties (other than the Convergys Loan Parties), addressed to the Administrative Agent and its legal counseleach Lender, dated as of the Effective Date, as may be reasonably requested by the Administrative Agent. (c) Receipt by the Administrative Agent of the following: (i) duly executed counterparts certificates of this Agreement, Responsible Officers of each Loan Party (other than the Guaranty, Convergys Loan Parties) attaching copies of the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Organization Documents by each of such Loan Party, certified to be true and complete as of a recent date by the Administrative Agentappropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Collateral Agent and Lenders, as applicableEffective Date; (ii) such certificates or of resolutions or other corporate action, incumbency certificates (including specimen signatures) and/or other certificates of Responsible Officers of each Loan Party (other than the Convergys Loan Parties) 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 Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens)party; and (iii) such documents and certifications as the Administrative Agent may require to evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth hereinthe Convergys Loan Parties) reasonably required by Collateral Agentis duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation. (d) The CL Media Acquisition Agreement To the extent reasonably requested by the Administrative Agent, on behalf of any Lender, at least ten (10) Business Days in advance of the Effective Date, the Loan Parties shall have become effective provided the documentation and Parent shall have purchased 100% of other information to the Equity Interests of BorrowerAdministrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the PATRIOT Act, at least three (3) Business Days prior to the Effective Date. (e) Receipt by the Administrative Agent, the Arrangers and the Lenders of any fees required to be paid on or before the Effective Date, to the extent invoiced at least three (3) Business Days prior to the Effective Date (or such later date as agreed by the Borrower). (f) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers (directly to such counsel if requested by the Administrative Agent and the Arrangers) to the extent invoiced at least three (3) Business Days prior to the Effective Date (or such later date as agreed by the Borrower). (g) The Administrative Agent shall have received reasonably satisfactory evidence that the Administrative Agent (on behalf of insurance required the Lenders) shall have a valid and perfected first priority (subject to be maintained pursuant to Section 6.07 certain exceptions set forth in this Agreement, the other Loan Documents and the applicable Intercreditor Agreement) Lien and security interest in the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. with respect to the Loan Parties (f) The representations and warranties of Borrower contained in Article V or any other than the Convergys Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective DateParties); provided that if any such Collateral (other than any such Collateral the security interest in which may be perfected by (i) the filing of a UCC financing statement or the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office or (ii) the delivery of certificates evidencing equity interests of the Loan Parties (other than the Convergys Loan Parties) that are issuers of certificated securities (as defined in the Uniform Commercial Code) and which delivery requirement may be satisfied by delivery to the extent that such representations and warranties specifically refer to an earlier dateAdministrative Agent or its agent, they shall be true and correct designee or bailee in all material respects as accordance with the terms of such earlier date; the applicable Intercreditor Agreement) is not provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from after the application Borrower’s use of commercially reasonable efforts to do so, the proceeds therefrom. (hprovision of such perfected security interest(s) The Lenders shall have received on or prior not constitute a condition precedent to the Effective Date all documentation but shall be required to be delivered or perfected no later than ninety (90) days, or such longer period as may be agreed by the Administrative Agent, after the Effective Date. The Administrative Agent shall promptly notify the Borrower and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewithof the occurrence of the Effective Date, in each case, to the extent requested at least five (5) Business Days prior to the Closing Datewhich notice shall be conclusive and binding.

Conditions to the Effective Date. The obligation effectiveness of each Lender to amend and restated the Existing Credit this Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, and each dated the Effective Date (or, in form and substance satisfactory to the Administrative Agent and its legal counsel:case of certificates of governmental officials, a recent date before the Effective Date): (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, sufficient in number for distribution to the Administrative Agent, each Lender and the Collateral Agent and Lenders, as applicableBorrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (iv) a Perfection Certificate, in substantially the form of Exhibit I, duly executed by each of the Loan Parties, (v) such certificates or of resolutions or other corporate action, incumbency certificates 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 party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in such Loan Party's jurisdiction of organization or formation, as applicable; (vii) the Intercompany Note, executed and delivered by the Borrower and each Subsidiary, together with undated instruments of transfer with respect thereto endorsed in blank; provided that the Subsidiaries listed on Schedule 4.01 hereto shall not be required to execute the Intercompany Note as a condition to the occurrence of the Effective Date; (iiiviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) Organization Documents of each that the conditions specified in Sections ‎4.02 (a) (other than with respect to (1) the representation set forth in ‎Section 5.18 and (2) the representations set forth in any Loan Party Document dated the Closing Date) and ‎(b) have been satisfied (as if a Credit Extension were being made on the Effective Date) and (B) good standing certificates that there has been no event or certificates circumstance since the date of statusthe Audited Financial Statements that has had or could be reasonably expected to have, as applicableeither individually or in the aggregate, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationMaterial Adverse Effect; (ivix) a certificate attesting the historical financial statements referred to the Solvency of the Loan Parties (taken as a wholein Sections ‎5.05(a) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby‎5.05(b), from the chief which historical financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will statements shall be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.; (bx) As a certificate attesting to the Solvency of the Borrower and its Subsidiaries, taken as a whole, giving effect to the Transactions (as defined in the Solvency Certificate) and the Borrowings hereunder as if they occurred on the Effective Date, from the Borrower's chief financial officer, substantially in the form of Exhibit N; and (xi) a certificate signed by the chief financial officer of the Borrower attaching thereto a duly executed Compliance Certificate demonstrating (on a Pro Forma Basis after giving effect to the Transactionincurrence of Indebtedness under the Facilities, the Loan Parties will have no indebtedness Refinancing and the other than transactions to occur on the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding Closing Date) compliance with the financial covenants in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated ‎Section 7.11 as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% last day of the Equity Interests of Borrowermost recently completed Measurement Period. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date.

Conditions to the Effective Date. The obligation This Agreement shall become effective as of the first date (the “Effective Date”) on which each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent:is satisfied; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the following conditions are satisfied (or waived in accordance with Section 9.05): (a) The receipt by the Administrative Agent’s receipt Agent of: (i) counterparts hereof signed by each of the followingparties hereto (or, each properly in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it telegraphic or other written confirmation (including by electronic means) from such party of execution of a Responsible Officer counterpart hereof by such party); (ii) the opinion of the signing Loan PartyGeneral Counsel of the Borrower or a legal Vice President of Consolidated Edison Company of New York, Inc. substantially in the form of Exhibit B hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (iii) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and each any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (iiiv) such certificates or of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower 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 Agreement; (v) substantially contemporaneously with the Effective Date, a bridge commitment termination letter to the Lead Arranger confirming that the commitments under the Bridge Commitment Letter have been reduced to zero and the other Loan Documents lenders’ agreements to which such Loan Party is a party or is provide the services thereunder have been terminated; (vi) evidence satisfactory to it that all filings, consents and approvals, if any, required to be a party made with, or obtained from, any governmental authority in connection with the transactions contemplated hereby shall have been made or obtained and shall be, in each case, in full force and effect on and as of the Effective Date; (iiivii) at least five (A5) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate days prior to the Effective Date, from all documentation and other information about the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken Borrower and its Affiliates as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid reasonably requested in full, all commitments writing at least ten (if any10) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or days prior to the Effective Date all documentation and other information by the Administrative Agent that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act Act; and (viii) a certificate of a Responsible Officer of the Borrower certifying (A) that the representations and customary management background checkswarranties of the Borrower contained in Article 4 (excluding, however, Sections 4.13 and 4.14) are true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in order to allow all respects) on and as of the Lenders to comply therewithEffective Date, in each case, except to the extent requested that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) if any Debt Ratings are then in effect, the current Debt Ratings, and (C) that no Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement; and (b) all fees and expenses required to be paid on or before the Effective Date (in the case of expenses, for which the Borrower has been billed at least five two (52) Domestic Business Days prior to the Closing Effective Date), including the reasonable and documented fees and expenses of one counsel for the Administrative Agent and the Lead Arranger shall have been paid. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Effective Date and such notice shall be conclusive and binding absent manifest error.

Conditions to the Effective Date. The This Agreement and the obligation of each any Lender to amend and restated make a Loan shall become effective as of the Existing Credit Agreement and continue first date (the Loans hereunder “Effective Date”) on the Effective Date is subject to satisfaction or waiver in writing by the Lenders which each of the following conditions precedent:is satisfied; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the following conditions are satisfied (or waived in accordance with Section 9.05): (a) The receipt by the Administrative Agent’s receipt Agent of: (i) counterparts hereof signed by each of the followingparties hereto (or, each properly in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it telegraphic or other written confirmation (including by electronic means) from such party of execution of a Responsible Officer counterpart hereof by such party); (ii) the opinion of the signing Loan PartyGeneral Counsel of the Borrower or a legal Vice President of Consolidated Edison Company of New York, Inc. substantially in the form of Exhibit B hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (iii) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and each any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (iiiv) such certificates or of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower 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 Agreement; (v) a Notice of Borrowing as required by Section 2.02; (vi) evidence satisfactory to it that all filings, consents and the other Loan Documents to which such Loan Party is a party or is approvals, if any, required to be a party made with, or obtained from, any governmental authority in connection with the transactions contemplated hereby shall have been made or obtained and shall be, in each case, in full force and effect on and as of the Effective Date; (iiivii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate at least five days prior to the Effective Date, from all documentation and other information about the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken Borrower and its Affiliates as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid reasonably requested in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or writing at least 10 days prior to the Effective Date all documentation and other information by the Administrative Agent that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act Act; and (viii) a certificate of a Responsible Officer of the Borrower dated the Effective Date confirming the satisfaction of the conditions precedent described in clause (c) of this Section 3.01; and (ix) a Solvency Certificate; and (b) all fees and customary management background checksexpenses required to be paid on or before the Effective Date (in the case of expenses, in order to allow for which the Lenders to comply therewith, in each case, to the extent requested Borrower has been billed at least five (5) three Business Days prior to the Closing Effective Date), including the reasonable and documented fees and expenses of one counsel for the Administrative Agent and the Lead Arranger shall have been paid; and (c) at the time of and upon giving effect to the borrowing and application of the Loans on the Effective Date, (A) the representations and warranties of the Borrower contained in Article 4 shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (B) no Default shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Effective Date and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified in Section 3.01, 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 such document has been posted to the Lenders and the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date, specifying its objection thereto.

Conditions to the Effective Date. The obligation of each Lender to amend This Restatement Agreement shall become effective on and restated after the Existing Credit Agreement and continue the Loans hereunder date on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of which the following conditions precedent:shall have been satisfied (the “Effective Date”): (a) The Administrative Agent’s receipt of This Restatement Agreement shall have been executed and delivered by the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this AgreementBorrower, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan PartySubsidiary Guarantors, the Administrative Agent, the Collateral Agent and LendersAgent, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates 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 INSW and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative AgentConsenting Lenders. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) INSW shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged executed and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent, a Guaranty substantially the form attached hereto as Annex B hereto (the “Holdings Guaranty Agreement”), guaranteeing all the obligations of the Borrower and each Subsidiary Guarantor under the Amended and Restated Credit Agreement and the other Credit Documents and the Other Obligations. (c) In order to create in favor of Collateral Agent, for the benefit The Administrative Agent and each of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent Lenders shall have received: (i) (A) received all “know your customer” information required pursuant to the PATRIOT Act and the Beneficial Ownership Regulation in connection with their respective internal compliance regulations or other information requested by any Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby, in each case, to the extent applicable, updated schedules requested by any Lender (which shall make such request through the Administrative Agent) or the Administrative Agent not later than five (5) Business Days prior to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral AgentDate. (d) The CL Media Acquisition Agreement Administrative Agent shall have become effective and Parent shall have purchased 100% received an officer’s certificate of the Equity Interests Borrower and each Subsidiary Guarantor in form and substance reasonably acceptable to the Administrative Agent signed by an Authorized Officer of the Borrower and each such Subsidiary Guarantor, with appropriate insertions, (i) together with copies of the Organizational Documents of the Borrower and each such Subsidiary Guarantor (or, in lieu thereof, a certification by each such Authorized Officer that the Organizational Documents attached to the certificates delivered to the Administrative Agent by the Borrower and each such Subsidiary Guarantor in connection with the Closing Date pursuant to Section 5.01(c) of the Original Credit Agreement remain in full force and effect on the Effective Date without modification or amendment since the Closing Date), good standing certificates for the Borrower and each such Subsidiary Guarantor and the resolutions of the Borrower and each such Subsidiary Guarantor referred to in such certificate authorizing the entry into of this Restatement Agreement and the consummation of the Transactions and (ii) in the case of the certificate of the Borrower, certifying that the conditions set forth in clauses (f) and (g) of this Section 2 are satisfied. (e) The Administrative Agent shall have received a certificate of INSW in form and substance reasonably satisfactory evidence acceptable to the Administrative Agent signed by an Authorized Officer of insurance required to be maintained pursuant to Section 6.07 INSW, with appropriate insertions, together with copies of the Organizational Documents of INSW, a good standing certificate, and the Collateral Agent shall be named as an additional loss payee resolutions of INSW referred to in such certificate authorizing the entry into this Restatement Agreement, the Holdings Guaranty Agreement and additional insured, as applicable, thereunderconsummation of the Transactions. (f) The On and as of the Effective Date, all representations and warranties of the Borrower and its Subsidiaries contained in Article V this Restatement Agreement, the Original Credit Agreement or in any other Loan Credit Document shall be true and correct in all material respects on (it being understood and agreed that any representation or warranty which by its terms is made as of the Effective Date (before and after giving effect a specified date shall be required to any Credit Extension made or deemed made on the Effective Date); provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates). (g) No On and as of the Effective Date, no Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefromshall have occurred and be continuing. (h) The Lenders Administrative Agent shall have received received, on behalf of itself and the Lenders, the following legal opinions with respect to this Restatement Agreement and the Holdings Guaranty Agreement: (i) special New York counsel to each of the Credit Parties and INSW (which shall be Holland & Knight LLP or prior another New York law firm reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Effective Date all documentation as to matters of New York law and other information required by regulatory authorities under applicable “know your customer” Delaware corporate law, and (ii) special Republic of the Mxxxxxxx Islands counsel to each of the Credit Parties and anti-money laundering rules INSW (which shall be Holland & Knight LLP or another law firm qualified to render an opinion as to the Republic of the Mxxxxxxx Islands law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow each of the Lenders to comply therewithand dated as of the Effective Date. (i) The Consent Letter and the waivers and amendments contained therein shall be in full force and effect and shall not have been terminated in accordance with the terms of the Consent Letter. (j) Since March 30, 2021, there shall not have occurred any Delaware Material Adverse Effect (as defined in each casethe Merger Agreement, as in effect on the date hereof) or Idaho Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) that is continuing as of the Effective Date. (k) On the Effective Date, the Administrative Agent shall deliver written notice to the extent requested at least five (5) Business Days prior to Lenders, the Closing Credit Parties and INSW of the occurrence of the Effective Date.

Conditions to the Effective Date. The obligation This Amendment shall become effective as of the first date (the “Effective Date”) when each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent:shall have been satisfied (or waived by the Administrative Agent): (a) The the Administrative Agent’s receipt Agent shall have received (i) an executed counterpart hereof from the Borrowers, each other Loan Party party hereto, each New Money Amendment No. 6 Refinancing Term Lender, each Revolving Lender, and the Administrative Agent and (ii) an executed Consent from each of the followingConsenting Term Lenders (which such Consenting Term Lenders, together with each Amendment No. 6 Refinancing Term Lender and each Revolving Lender, comprise all Lenders after giving effect to the transactions contemplated by this Amendment); (b) the Administrative Agent (or its counsel) shall have received (i) an Officer’s Certificate of or on behalf of Holdings, each properly executed Borrower and each other Loan Party, dated the Effective Date, in substantially the form delivered on the Closing Date, with appropriate insertions and attachments, including copies of resolutions of the Board of Directors and/or similar governing bodies of Holdings, each Borrower and each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and, in the case of the Term Borrowers, the borrowings hereunder and under the Credit Agreement, certified organizational authorizations (if required by applicable law or customary for market practice in the relevant jurisdiction), incumbency certifications, the certificate of incorporation or other similar Organizational Documents of Holdings, each Borrower and each other Loan Party certified by the relevant authority of the jurisdiction of organization, registration or incorporation of Holdings, each Borrower and each other Loan Party (only where customary in the applicable jurisdiction) and bylaws or other similar Organizational Documents of Holdings, each Borrower and each other Loan Party certified by a Responsible Officer of as being in full force and effect on the signing Loan Party, and each in form and substance satisfactory Effective Date; provided that with respect to the Administrative Agent and its legal counsel: (i) duly executed counterparts certificates of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, incorporation or other similar Organizational Documents and the bylaws or other similar Organizational Documents, in lieu of attaching such documents a Responsible Officer of each applicable Loan Documents by each Loan Party, Party may certify that such documents have not changed since previously delivered to the Administrative Agent, the Collateral Agent and Lenders, as applicable; (ii) a good standing certificate (to the extent such certificates or resolutions or concept exists in the relevant jurisdictions) for Holdings, each Borrower and each other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identityfrom its jurisdiction of organization, authority registration or incorporation 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 Effective Date; (iii) in relation to the Lux Borrower, (A1) Organization Documents an up-to-date electronic certified true and complete excerpt of each Loan Party the Luxembourg Trade and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate Companies Register dated no earlier than one Business Day prior to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv2) a solvency certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed (signed by a Responsible Officer director or authorized signatory) that it is not subject to nor, as applicable, does it meet or threaten to meet the criteria of each Loan Partybankruptcy (faillite), together insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), reprieve from payment (sursis de paiement), or, according to the law of 7 August 2023 on the preservation of companies and modernisation of the bankruptcy law, reorganization by amicable agreement (réorganisation par accord amiable), a judicial reorganisation (réorganisation judiciaire) or a court- ordered liquidation (liquidation judiciaire), a general settlement with all attachments contemplated therebycreditors, including fraudulent conveyance (Aaction paulina), an administrative dissolution without liquidation procedure (procédure de dissolution administrative sans liquidation) and no application has been made or is to be made by its director or, as far as it is aware, by any other Person for the results appointment of a recent searchcommissaire, by a Person satisfactory to Collateral Agentjuge-commissaire, of all effective UCC financing statements (liquidateur, curateur, expert vérificateur, conciliateur d’entreprise, mandataire de justice or equivalent filings) made with respect administrateur or similar officer pursuant to any personal voluntary or mixed property judicial insolvency, winding-up, liquidation or similar proceedings, (3) an up-to-date electronic certified true and complete certificate of any Loan Party in non-registration of judgments or administrative dissolution without liquidation procedure (certificat de non-inscription d’une décision judiciaire ou de procédure de dissolution administrative sans liquidation), delivered by the jurisdictions specified in insolvency register (Registre de l’insolvabilité) (Reginsol) held and maintained by the Collateral QuestionnaireLuxembourg Trade and Companies Register no earlier than one Business Day prior to the Effective Date and reflecting the situation no more than two Business Days prior to the Effective Date certifying that, together with copies as of all the date of the day immediately preceding such filings disclosed by such searchcertificate, the Lux Borrower has not been declared bankrupt (en faillite), and that it has not applied for reprieve from payment (Bsursis de paiement), judicial liquidation (liquidation judiciaire) UCC termination statements or the appointment of a temporary administrator (administrateur provisoire), such other proceedings listed at Article 13, items 4 to 12, 16 and 17 of the Luxembourg Act dated December 19, 2002 on the Luxembourg Trade and Companies Register, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite or analogous procedures according to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) and (4) an electronic certified copy of the resolution of its directors (or similar documentsbody) duly executed approving the Loan Documents to which it is a party and approving the execution, delivery and performance of, and authorizing named persons to sign the Loan Documents to which it is party and any documents to be delivered by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate it under any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); andthe same; (iiic) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence the Security Documents set forth on Schedule IV hereto executed and delivered by the Loan Parties party thereto; (d) the Administrative Agent shall have received a Solvency Certificate, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to this Amendment, are Solvent; (e) the Administrative Agent (or its counsel) shall have received a customary written opinion of insurance required to be maintained pursuant to Section 6.07 (A) (i) Xxxxx Xxxx & Xxxxxxxx LLP, in its capacity as special New York counsel for Holdings and the Collateral Subsidiary Guarantors, (ii) Morris, Nichols, Arsht & Xxxxxxx LLP, in its capacity as special Delaware counsel for Holdings and the Subsidiary Guarantors, (iii) Xxxxxx Xxxxxx & Xxxxxxx (UK) LLP, in its capacity as English law counsel to the Administrative Agent, the New Money Amendment No. 6 Refinancing Term Lenders and the Revolving Lenders, (iv) Loyens & Loeff Luxembourg SARL, in its capacity as special Luxembourg counsel to the Lux Borrower and (v) NautaDutilh Avocats Luxembourg S.à x.x., in its capacity as special Luxembourg counsel to the Administrative Agent shall be named as an additional loss payee the New Money Amendment No. 6 Refinancing Term Lenders and additional insured, as applicable, thereunder.the Revolving Lenders; (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date Administrative Agent (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct reasonably requested in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or writing at least 10 Business Days prior to the Effective Date Date) shall have received, at least four Business Days prior to the Effective Date, all documentation and other information about the Borrowers that the Administrative Agent reasonably determines to be required by regulatory authorities Governmental Authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, including without limitation the PATRIOT Patriot Act and customary management background checks, in order to allow Beneficial Ownership Regulation; (g) the Lenders to comply therewith, in each case, Administrative Agent and the Lead Arrangers shall have received all fees and other amounts due and payable on or prior to the extent requested Effective Date, including amounts required to be paid pursuant to Section 11.5 of the Credit Agreement and all reasonable out-of-pocket expenses required to be paid on the Effective Date for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of legal counsel to the Administrative Agent) to the Borrower Representative at least five (5) three Business Days prior to the Closing Effective Date (or such later date as the Borrower Representative may reasonably agree), which amounts may be offset against the proceeds of the Amendment No. 6 Refinancing Term Facility; (h) the Administrative Agent shall have received, for the ratable account of the Existing Term Lenders immediately prior to the Effective Date, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Effective Date; (i) the Administrative Agent shall have received a Borrowing Request in respect of the Amendment No. 6 Refinancing Term Loans to be made on the Effective Date in accordance with the requirements of the Credit Agreement; and (j) the Administrative Agent shall have received an Officer’s Certificate of Holdings to the effect that each of the representations and warranties set forth in clauses (a) and (b) of Section 4 shall be true and correct as of the Effective Date. For purposes of determining whether the Effective Date has occurred, each party hereto shall, by execution and delivery of this Amendment (or a Consent, as applicable), be deemed to have agreed and accepted that the conditions set forth above have been satisfied as of the date hereof.

Conditions to the Effective Date. The obligation of each Lender to amend This Restatement Agreement shall become effective on and restated after the Existing Credit Agreement and continue the Loans hereunder date on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of which the following conditions precedent:shall have been satisfied (the “Effective Date”): (a) The Administrative Agent’s receipt of This Restatement Agreement shall have been executed and delivered by the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this AgreementBorrower, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan PartySubsidiary Guarantors, the Administrative Agent, the Collateral Agent and LendersAgent, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates 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 INSW and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative AgentConsenting Lenders. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) INSW shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged executed and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent, a Guaranty substantially the form attached hereto as Annex B hereto (the “Holdings Guaranty Agreement”), guaranteeing all the obligations of the Borrower and each Subsidiary Guarantor under the Amended and Restated Credit Agreement and the other Credit Documents and the Other Obligations. (c) In order to create in favor of Collateral Agent, for the benefit The Administrative Agent and each of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent Lenders shall have received: (i) (A) received all “know your customer” information required pursuant to the PATRIOT Act and the Beneficial Ownership Regulation in connection with their respective internal compliance regulations or other information requested by any Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby, in each case, to the extent applicable, updated schedules requested by any Lender (which shall make such request through the Administrative Agent) or the Administrative Agent not later than five (5) Business Days prior to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral AgentDate. (d) The CL Media Acquisition Agreement Administrative Agent shall have become effective and Parent shall have purchased 100% received an officer’s certificate of the Equity Interests Borrower and each Subsidiary Guarantor in form and substance reasonably acceptable to the Administrative Agent signed by an Authorized Officer of the Borrower and each such Subsidiary Guarantor, with appropriate insertions, (i) together with copies of the Organizational Documents of the Borrower and each such Subsidiary Guarantor (or, in lieu thereof, a certification by each such Authorized Officer that the Organizational Documents attached to the certificates delivered to the Administrative Agent by the Borrower and each such Subsidiary Guarantor in connection with the Closing Date pursuant to Section 5.01(c) of the Original Credit Agreement remain in full force and effect on the Effective Date without modification or amendment since the Closing Date), good standing certificates for the Borrower and each such Subsidiary Guarantor and the resolutions of the Borrower and each such Subsidiary Guarantor referred to in such certificate authorizing the entry into of this Restatement Agreement and the consummation of the Transactions and (ii) in the case of the certificate of the Borrower, certifying that the conditions set forth in clauses (f) and (g) of this Section 2 are satisfied. (e) The Administrative Agent shall have received a certificate of INSW in form and substance reasonably satisfactory evidence acceptable to the Administrative Agent signed by an Authorized Officer of insurance required to be maintained pursuant to Section 6.07 INSW, with appropriate insertions, together with copies of the Organizational Documents of INSW, a good standing certificate, and the Collateral Agent shall be named as an additional loss payee resolutions of INSW referred to in such certificate authorizing the entry into this Restatement Agreement, the Holdings Guaranty Agreement and additional insured, as applicable, thereunderconsummation of the Transactions. (f) The On and as of the Effective Date, all representations and warranties of the Borrower and its Subsidiaries contained in Article V this Restatement Agreement, the Original Credit Agreement or in any other Loan Credit Document shall be true and correct in all material respects on (it being understood and agreed that any representation or warranty which by its terms is made as of the Effective Date (before and after giving effect a specified date shall be required to any Credit Extension made or deemed made on the Effective Date); provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates). (g) No On and as of the Effective Date, no Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefromshall have occurred and be continuing. (h) The Lenders Administrative Agent shall have received received, on behalf of itself and the Lenders, the following legal opinions with respect to this Restatement Agreement and the Holdings Guaranty Agreement: (i) special New York counsel to each of the Credit Parties and INSW (which shall be Holland & Knight LLP or prior another New York law firm reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Effective Date all documentation as to matters of New York law and other information required by regulatory authorities under applicable “know your customer” Delaware corporate law, and (ii) special Republic of the Xxxxxxxx Islands counsel to each of the Credit Parties and anti-money laundering rules INSW (which shall be Holland & Knight LLP or another law firm qualified to render an opinion as to the Republic of the Xxxxxxxx Islands law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow each of the Lenders to comply therewithand dated as of the Effective Date. (i) The Consent Letter and the waivers and amendments contained therein shall be in full force and effect and shall not have been terminated in accordance with the terms of the Consent Letter. (j) Since March 30, 2021, there shall not have occurred any Diamond Material Adverse Effect (as defined in each casethe Merger Agreement, as in effect on the date hereof) or Seaways Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) that is continuing as of the Effective Date. (k) On the Effective Date, the Administrative Agent shall deliver written notice to the extent requested at least five (5) Business Days prior to Lenders, the Closing Credit Parties and INSW of the occurrence of the Effective Date.

Conditions to the Effective Date. The obligation This Amendment shall become effective as of the first date (the “Effective Date”) when each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent:shall have been satisfied (or waived by the Administrative Agent): (a) The Administrative Agent’s receipt of Agent shall have received an executed counterpart hereof from the followingBorrowers, each properly executed by a Responsible Officer of the signing other Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge AgreementParty party hereto, each Security Agreement Supplement2022 Incremental Revolving Lender, each Intellectual Property Security Agreement Supplement, Issuing Lender and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates 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 Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As The Administrative Agent (or its counsel) shall have received (i) an Officer’s Certificate of or on behalf of Holdings, each Revolving Borrower and each other Loan Party, dated the Effective Date, after giving in substantially the form delivered on the Closing Date, with appropriate insertions and attachments, including copies of resolutions of the Board of Directors and/or similar governing bodies of Holdings, each Revolving Borrower and each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and, in the case of the Revolving Borrowers, the borrowings hereunder and under the Credit Agreement, certified organizational authorizations (if required by applicable law or customary for market practice in the relevant jurisdiction), incumbency certifications, the certificate of incorporation or other similar Organizational Documents of Holdings, each Revolving Borrower and each other Loan Party certified by the relevant authority of the jurisdiction of organization, registration or incorporation of Holdings, each Revolving Borrower and each other Loan Party (only where customary in the applicable jurisdiction) and bylaws or other similar Organizational Documents of Holdings, each Revolving Borrower and each other Loan Party certified by a Responsible Officer as being in full force and effect on the Effective Date; provided that with respect to the Transactioncertificates of incorporation or other similar Organizational Documents and the bylaws or other similar Organizational Documents, the in lieu of attaching such documents a Responsible Officer of each applicable Loan Parties will Party may certify that such documents have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been not changed since previously delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire good standing certificate (to the extent such concept exists in the relevant jurisdictions) for Holdings, each Revolving Borrower and each other Loan Party (other than CollectiveTrust Solutions, Inc.) from its jurisdiction of organization, registration or incorporation and (iii) in relation to the Lux Borrower, (1) an up-to-date electronic certified true and complete excerpt of the Companies Register dated no earlier than one Business Day prior to the Effective Date, (2) a solvency certificate dated as of the Effective Date and executed (signed by a Responsible Officer director or authorized signatory) that it is not subject to nor, as applicable, does it meet or threaten to meet the criteria of each Loan Partybankruptcy (faillite), together insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with all attachments contemplated therebycreditors (concordat préventif de faillite), including controlled management (A) gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the results rights of creditors generally and no application has been made or is to be made by its director or, as far as it is aware, by any other Person for the appointment of a recent searchcommissaire, by a Person satisfactory to Collateral Agentjuge-commissaire, of all effective UCC financing statements (liquidateur, curateur or equivalent filings) made with respect similar officer pursuant to any personal voluntary or mixed property judicial insolvency, winding-up, liquidation or similar proceedings, (3) an up-to-date electronic certified true and complete certificate of any Loan Party in non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the jurisdictions specified in Companies Register no earlier than one Business Day prior to the Collateral QuestionnaireEffective Date and reflecting the situation no more than two Business Days prior to the Effective Date certifying that, together with copies as of all the date of the day immediately preceding such filings disclosed by such searchcertificate, the Lux Borrower has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (Bconcordat préventif de la faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial liquidation (liquidation judiciaire) UCC termination statements or the appointment of a temporary administrator (administrateur provisoire), such other proceedings listed at Article 13, items 2 to 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) and (4) an electronic certified copy of the resolution of its directors (or similar documentsbody) duly executed approving the Loan Documents to which it is a party and approving the execution, delivery and performance of, and authorizing named persons to sign the Loan Documents to which it is party and any documents to be delivered by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate it under any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); andthe same; (iiic) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence the Security Documents set forth on Schedule III hereto executed and delivered by the Loan Parties party thereto; (d) the Administrative Agent shall have received a Solvency Certificate, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to this Amendment, are Solvent; (e) the Administrative Agent (or its counsel) shall have received a customary written opinion of insurance required to be maintained pursuant to Section 6.07 (A) (i) Dxxxx Xxxx & Wxxxxxxx LLP, in its capacity as special New York counsel for Holdings and the Collateral Subsidiary Guarantors, (ii) Morris, Nichols, Arsht & Txxxxxx LLP, in its capacity as special Delaware counsel for Holdings and the Subsidiary Guarantors, (iii) Cxxxxx Xxxxxx & Rxxxxxx (UK) LLP, in its capacity as English law counsel to the Administrative Agent shall be named and the 2022 Incremental Revolving Lenders, (iv) Loyens & Loeff Luxembourg SARL, in its capacity as an additional loss payee special Luxembourg counsel to the Lux Borrower and additional insured(v) NautaDutilh Avocats Luxembourg S.à r.x., in its capacity as applicable, thereunder.special Luxembourg counsel to the Administrative Agent and the 2022 Incremental Revolving Lenders; and (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date Administrative Agent (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct reasonably requested in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or writing at least 10 Business Days prior to the Effective Date Date) shall have received, at least four Business Days prior to the Effective Date, all documentation and other information about the Revolving Borrowers that the Administrative Agent reasonably determines to be required by regulatory authorities Governmental Authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, including without limitation the PATRIOT Patriot Act and customary management background checksBeneficial Ownership Regulation. For purposes of determining whether the Effective Date has occurred, in order each party hereto shall, by execution and delivery of this Amendment, be deemed to allow have agreed and accepted that the Lenders to comply therewith, in each case, to the extent requested conditions set forth above have been satisfied at least five (5) Business Days prior to the Closing Datesuch time.

Conditions to the Effective Date. The obligation of each Lender to amend This Restatement Agreement shall become effective on and restated after the Existing Credit Agreement and continue the Loans hereunder date on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of which the following conditions precedent:shall have been satisfied (the “Effective Date”): (a) The Administrative Agent’s receipt of This Restatement Agreement shall have been executed and delivered by the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this AgreementBorrower, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan PartySubsidiary Guarantors, the Administrative Agent, the Collateral Agent and LendersAgent, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates 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 INSW and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative AgentConsenting Lenders. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) INSW shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged executed and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent, a Guaranty substantially the form attached hereto as Annex B hereto (the “Holdings Guaranty Agreement”), guaranteeing all the obligations of the Borrower and each Subsidiary Guarantor under the Amended and Restated Credit Agreement and the other Credit Documents and the Other Obligations. (c) In order to create in favor of Collateral Agent, for the benefit The Administrative Agent and each of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent Lenders shall have received: (i) (A) received all “know your customer” information required pursuant to the PATRIOT Act and the Beneficial Ownership Regulation in connection with their respective internal compliance regulations or other information requested by any Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby, in each case, to the extent applicable, updated schedules requested by any Lender (which shall make such request through the Administrative Agent) or the Administrative Agent not later than five (5) Business Days prior to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral AgentDate. (d) The CL Media Acquisition Agreement Administrative Agent shall have become effective and Parent shall have purchased 100% received an officer’s certificate of the Equity Interests Borrower and each Subsidiary Guarantor in form and substance reasonably acceptable to the Administrative Agent signed by an Authorized Officer of the Borrower and each such Subsidiary Guarantor, with appropriate insertions, (i) together with copies of the Organizational Documents of the Borrower and each such Subsidiary Guarantor (or, in lieu thereof, a certification by each such Authorized Officer that the Organizational Documents attached to the certificates delivered to the Administrative Agent by the Borrower and each such Subsidiary Guarantor in connection with the Closing Date pursuant to Section 5.01(c) of the Original Credit Agreement remain in full force and effect on the Effective Date without modification or amendment since the Closing Date), good standing certificates for the Borrower and each such Subsidiary Guarantor and the resolutions of the Borrower and each such Subsidiary Guarantor referred to in such certificate authorizing the entry into of this Restatement Agreement and the consummation of the Transactions and (ii) in the case of the certificate of the Borrower, certifying that the conditions set forth in clauses (f) and (g) of this Section 2 are satisfied. (e) The Administrative Agent shall have received a certificate of INSW in form and substance reasonably satisfactory evidence acceptable to the Administrative Agent signed by an Authorized Officer of insurance required to be maintained pursuant to Section 6.07 INSW, with appropriate insertions, together with copies of the Organizational Documents of INSW, a good standing certificate, and the Collateral Agent shall be named as an additional loss payee resolutions of INSW referred to in such certificate authorizing the entry into this Restatement Agreement, the Holdings Guaranty Agreement and additional insured, as applicable, thereunderconsummation of the Transactions. (f) The On and as of the Effective Date, all representations and warranties of the Borrower and its Subsidiaries contained in Article V this Restatement Agreement, the Original Credit Agreement or in any other Loan Credit Document shall be true and correct in all material respects on (it being understood and agreed that any representation or warranty which by its terms is made as of the Effective Date (before and after giving effect a specified date shall be required to any Credit Extension made or deemed made on the Effective Date); provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates). (g) No On and as of the Effective Date, no Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefromshall have occurred and be continuing. (h) The Lenders Administrative Agent shall have received received, on behalf of itself and the Lenders, the following legal opinions with respect to this Restatement Agreement and the Holdings Guaranty Agreement: (i) special New York counsel to each of the Credit Parties and INSW (which shall be Holland & Knight LLP or prior another New York law firm reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Effective Date all documentation as to matters of New York law and other information required by regulatory authorities under applicable “know your customer” Delaware corporate law, and (ii) special Republic of the Xxxxxxxx Islands counsel to each of the Credit Parties and anti-money laundering rules INSW (which shall be Holland & Knight LLP or another law firm qualified to render an opinion as to the Republic of the Xxxxxxxx Islands law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow each of the Lenders to comply therewithand dated as of the Effective Date. (i) The Consent Letter and the waivers and amendments contained therein shall be in full force and effect and shall not have been terminated in accordance with the terms of the Consent Letter. (j) Since March 30, 2021, there shall not have occurred any Delaware Material Adverse Effect (as defined in each casethe Merger Agreement, as in effect on the date hereof) or Idaho Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) that is continuing as of the Effective Date. (k) On the Effective Date, the Administrative Agent shall deliver written notice to the extent requested at least five (5) Business Days prior to Lenders, the Closing Credit Parties and INSW of the occurrence of the Effective Date.

Conditions to the Effective Date. The obligation of each Lender to amend and restated the Existing Credit This Agreement and continue the Loans hereunder shall become effective, on the Effective Date is terms and subject to satisfaction or waiver in writing by the Lenders of the following other conditions precedentset forth herein, upon: (a) The the Administrative Agent’s receipt of originals or telecopies or electronic copies (followed promptly by originals) unless otherwise specified, of counterparts of this Agreement, each properly executed by a Responsible Officer of the Company, Enterprises and New HoldCo and a duly acting officer of each of the parties hereto; (b) the representations and warranties set forth in Sections 5.01 through 5.23 shall be true and correct, or, if a representation does not include a materiality qualifier, true and correct in all material respects; (c) the Administrative Agent’s receipt, at least one Business Day prior to the Effective Date, of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case to the extent requested by the Administrative Agent in writing at least two Business Days prior to the Effective Date; (d) the Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) the Guarantee Agreement, duly executed counterparts by a Responsible Officer of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the Guarantor (other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicablethan GI Realty Trust 1996); (ii) the Company Collateral Agreement, duly executed by the Company and each of its Subsidiaries which is a Loan Party, together with: (A) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Company Collateral Agreement, covering the Collateral described in the Company Collateral Agreement, (B) a Perfection Certificate, in substantially the form of Exhibit I, duly executed by each of the Loan Parties, and (iii) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Company Collateral Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by the Company and each of its Subsidiaries which is a Loan Party; (iv) such certificates or of resolutions or other corporate action, incumbency certificates 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 Effective Dateparty; (iii) (A) Organization Documents of each Loan Party and (Bv) good standing certificates or certificates of status, as applicable, for each Domestic Loan Party as of a recent date reasonably proximate to the Effective Date, from the applicable Governmental Authority in its state of each Loan Party’s jurisdiction of incorporation, organization or formation; (ivvi) a certificate attesting to the Solvency favorable opinion of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLCXxxxxxxx Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in form Exhibit J-1 and substance such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably satisfactory request; (vii) a favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Macfarlanes LLP, special English counsels to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory addressed to the Administrative Agent and each Lender as to effect such release upon such repayment and termination shall have been delivered to the matter reasonably requested by the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (iiviii) a completed Collateral Questionnaire dated as of the Effective Date and executed certificate signed by a Responsible Officer of each Loan Partythe Company certifying that the condition specified in Section 4.01(b), together with all attachments contemplated therebyhas been satisfied; (ix) certificates attesting to the Solvency of the Company and its Subsidiaries on a consolidated basis, including (A) the results of a recent searchfrom its chief financial officer, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party substantially in the jurisdictions specified in the Collateral Questionnaire, together with copies form of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower.Exhibit M; (e) The unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent shall have received reasonably satisfactory evidence of insurance required (directly to be maintained pursuant such counsel if requested by the Administrative Agent) to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V extent invoiced prior to or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date.and

Conditions to the Effective Date. The obligation of each Lender to amend This Restatement Agreement shall become effective on and restated after the Existing Credit Agreement and continue the Loans hereunder date on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of which the following conditions precedent:shall have been satisfied (the “Effective Date”): (a) The Administrative Agent’s receipt of This Restatement Agreement shall have been executed and delivered by the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this AgreementBorrower, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan PartySubsidiary Guarantors, the Administrative Agent, the Collateral Agent and LendersAgent, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates 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 INSW and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative AgentConsenting Lenders. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) INSW shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged executed and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent, a Guaranty substantially the form attached hereto as Annex B hereto (the “Holdings Guaranty Agreement”), guaranteeing all the obligations of the Borrower and each Subsidiary Guarantor under the Amended and Restated Credit Agreement and the other Credit Documents and the Other Obligations. (c) In order to create in favor of Collateral Agent, for the benefit The Administrative Agent and each of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent Lenders shall have received: (i) (A) received all “know your customer” information required pursuant to the PATRIOT Act and the Beneficial Ownership Regulation in connection with their respective internal compliance regulations or other information requested by any Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby, in each case, to the extent applicable, updated schedules requested by any Lender (which shall make such request through the Administrative Agent) or the Administrative Agent not later than five (5) Business Days prior to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral AgentDate. (d) The CL Media Acquisition Agreement Administrative Agent shall have become effective and Parent shall have purchased 100% received an officer’s certificate of the Equity Interests Borrower and each Subsidiary Guarantor in form and substance reasonably acceptable to the Administrative Agent signed by an Authorized Officer of the Borrower and each such Subsidiary Guarantor, with appropriate insertions, (i) together with copies of the Organizational Documents of the Borrower and each such Subsidiary Guarantor (or, in lieu thereof, a certification by each such Authorized Officer that the Organizational Documents attached to the certificates delivered to the Administrative Agent by the Borrower and each such Subsidiary Guarantor in connection with the Closing Date pursuant to Section 5.01(c) of the Original Credit Agreement remain in full force and effect on the Effective Date without modification or amendment since the Closing Date), good standing certificates for the Borrower and each such Subsidiary Guarantor and the resolutions of the Borrower and each such Subsidiary Guarantor referred to in such certificate authorizing the entry into of this Restatement Agreement and the consummation of the Transactions and (ii) in the case of the certificate of the Borrower, certifying that the conditions set forth in clauses (f) and (g) of this Section 2 are satisfied. (e) The Administrative Agent shall have received a certificate of INSW in form and substance reasonably satisfactory evidence acceptable to the Administrative Agent signed by an Authorized Officer of insurance required to be maintained pursuant to Section 6.07 INSW, with appropriate insertions, together with copies of the Organizational Documents of INSW, a good standing certificate, and the Collateral Agent shall be named as an additional loss payee resolutions of INSW referred to in such certificate authorizing the entry into this Restatement Agreement, the Holdings Guaranty Agreement and additional insured, as applicable, thereunderconsummation of the Transactions. (f) The On and as of the Effective Date, all representations and warranties of the Borrower and its Subsidiaries contained in Article V this Restatement Agreement, the Original Credit Agreement or in any other Loan Credit Document shall be true and correct in all material respects on (it being understood and agreed that any representation or warranty which by its terms is made as of the Effective Date (before and after giving effect a specified date shall be required to any Credit Extension made or deemed made on the Effective Date); provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates). (g) No On and as of the Effective Date, no Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefromshall have occurred and be continuing. (h) The Lenders Administrative Agent shall have received received, on behalf of itself and the Lenders, the following legal opinions with respect to this Restatement Agreement and the Holdings Guaranty Agreement: (i) special New York counsel to each of the Credit Parties and INSW (which shall be Holland & Knight LLP or prior another New York law firm reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Effective Date all documentation as to matters of New York law and other information required by regulatory authorities under applicable “know your customer” Delaware corporate law, and (ii) special Republic of the Mxxxxxxx Islands counsel to each of the Credit Parties and anti-money laundering rules INSW (which shall be Holland & Knight LLP or another law firm qualified to render an opinion as to the Republic of the Mxxxxxxx Islands law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow each of the Lenders to comply therewithand dated as of the Effective Date. (i) The Consent Letter and the waivers and amendments contained therein shall be in full force and effect and shall not have been terminated in accordance with the terms of the Consent Letter. (j) Since March 30, 2021, there shall not have occurred any Diamond Material Adverse Effect (as defined in each casethe Merger Agreement, as in effect on the date hereof) or Seaways Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) that is continuing as of the Effective Date. (k) On the Effective Date, the Administrative Agent shall deliver written notice to the extent requested at least five (5) Business Days prior to Lenders, the Closing Credit Parties and INSW of the occurrence of the Effective Date.

Conditions to the Effective Date. The obligation of each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates 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 Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx Xxxxxxxxx Xxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date.

Conditions to the Effective Date. The obligation obligations of each Lender to amend the Issuing Bank hereunder and restated the Existing Credit effectiveness of this Agreement and continue the Loans hereunder on the Effective Date is are subject to satisfaction or waiver in writing by the Lenders fulfillment of the this following conditions precedent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: Issuing Bank shall have received (i) duly executed counterparts a copy of this Agreementthe certificate or articles of incorporation or equivalent organizational document, including all amendments thereto, of the GuarantyCompany, certified as of a recent date by the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement SupplementSecretary of State of the state of its organization, and a certificate as to the other Loan Documents by each Loan Partygood standing of the Company as of a recent date, the Administrative Agent, the Collateral Agent and Lenders, as applicable; from such Secretary of State; (ii) such certificates a certificate of the Secretary or resolutions or other corporate action, incumbency certificates and/or other certificates Assistant Secretary of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing Company dated the identity, authority Effective Date 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 certifying (A) that attached thereto is a party true and complete copy of the by-laws or is to be a party equivalent governing document of the Company as in effect on the Effective Date; Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, members or managers of the Company authorizing the execution, delivery and performance of the L/C Documents and, the issuances hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or equivalent organizational document of the Company have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any L/C Document or any other document delivered in connection herewith on behalf of the Company; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (b) The Company shall provide to the Issuing Bank, on behalf of itself and the Lenders, a reasonably satisfactory written opinion of (i) Xxxxx Xxxxxxx LLP, counsel for the Company (A) Organization Documents of each Loan Party addressed to the Issuing Bank and (B) good standing certificates covering certain matters relating to the L/C Documents as the Issuing Bank shall reasonably request, and the Company hereby requests such counsel to deliver such opinion. (c) The Issuing Bank shall have received all fees and other amounts due and payable on or certificates of status, as applicable, as of a date reasonably proximate prior to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) including to the extent applicableinvoiced, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize reimbursement or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, payment of all effective UCC financing statements (or equivalent filings) made with respect out-of-pocket expenses to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused extent required to be taken reimbursed or paid by the Company hereunder or under any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral AgentL/C Document. (d) The CL Media Acquisition Agreement No order, judgment or decree of any Governmental Authority shall purport to restrain the Issuing Bank from issuing any Letters of Credit to be issued by it. No injunction or other restraining order shall have become effective and Parent been issued, shall have purchased 100% be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the issuing of the Equity Interests Letters of BorrowerCredit hereunder. (e) The Company shall have executed and delivered the Cash Collateral Account Agreement, which shall be in full force and effect on the Effective Date, and the Issuing Bank shall have a security interest on the Effective Date in the Cash Collateral Account, if any. (f) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insureda certificate, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of dated the Effective Date and signed by a Financial Officer of the Company, confirming compliance with the provisions of Sections 5.02(b), (before c) and after giving effect to any Credit Extension made or deemed made on the Effective Date(d); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from The Credit Agreement shall have been entered into and the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrominitial Loans shall have been extended thereunder. (h) The Lenders Issuing Bank shall have received on or prior the financial statements and forecasts referred to in Section 3.05 of the Credit Agreement. (i) The Issuing Bank shall have received, to the Effective Date extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Effective Date.

Conditions to the Effective Date. The obligation of each Lender to amend and restated the Existing Credit This Agreement and continue the Loans hereunder shall become effective on the Effective Date is subject to satisfaction or waiver in writing by the Lenders first date when each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent’s receipt of Agent shall have received the following, each of which shall be originals, telecopies or electronic copies unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan PartyBorrower (other than with respect to subclauses (iv) and (v) below), and each in form and substance satisfactory dated a date on or prior to the Administrative Agent and its legal counselEffective Date: (i) duly executed counterparts of this Agreement, Agreement from the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicableBorrower; (ii) a promissory note executed by the Borrower in favor of each Lender requesting three Business Days in advance a promissory note evidencing the Loan provided by such Xxxxxx; (iii) such customary certificates or of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower 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 the Borrower is to be a party on the Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationparty; (iv) a certificate attesting to of good standing for the Solvency Borrower from its jurisdiction of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto;organization; and (v) copies a customary opinion of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence thatXxxxxxxx, upon satisfaction of the conditions precedent contained in any applicable payoff lettersXxxxxx, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLCXxxxx & Xxxx, counsel to the Loan PartiesBorrower, in form and substance reasonably satisfactory addressed to the Administrative AgentAgent and each Lender (as of the Effective Date). (b) As All reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and the Arrangers (in the case of legal fees, limited to the reasonable and documented fees and expenses of a single counsel for the Administrative Agent and the Arrangers) required pursuant to the terms of this Agreement to be paid on or before the Effective Date, after giving effect in the case of expenses, to the Transactionextent invoiced at least two Business Days prior to the Effective Date, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination paid. The Borrower shall have been delivered to paid all items then due and payable under the Administrative AgentFee Letter. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insuredreceived, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or at least three Business Days prior to the Effective Date Date, all documentation and other information regarding the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Patriot Act and customary management background checksand, in order to allow the Lenders to comply therewithextent applicable, in each casethe Beneficial Ownership Regulation, to the extent requested in writing by any Lender at least five (5) ten Business Days prior to the Closing Effective Date. Upon the satisfaction or waiver of such conditions, the Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing, and such notice shall be conclusive and binding.

Conditions to the Effective Date. The obligation This Agreement shall become effective as of the first date on which each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedentis satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, sufficient in number for distribution to the Administrative Agent, each Lender and the Collateral Agent and Lenders, as applicableBorrower; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) such certificates or of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower 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 the Borrower is a party or is to be a party on the Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationparty; (iv) a certificate attesting such documents and certifications as the Administrative Agent may reasonably require to evidence that the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect Borrower is duly organized or formed and is validly existing, in good standing and qualified to the Transaction engage in business in Delaware and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I heretoCalifornia; (v) copies a favorable opinion of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect Cravath, Swaine & Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Parties together with evidence that, upon satisfaction of Documents as the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken Administrative Agent or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the TransactionRequired Lenders may reasonably request; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As a certificate of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including the Borrower certifying (A) that the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of the Borrower contained in Article V or any (excluding, however, Sections 5.12 and 5.13) and contained in each other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that , except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided further , (B) if any Debt Ratings are then in effect, the current Debt Ratings, and (C) that any representation no Default has occurred and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists continuing or would result from the Credit Extension made or deemed made on the Effective Date or from the application consummation of the proceeds therefromtransactions contemplated by this Agreement or any other Loan Document. (hb) The Lenders Any fees required to be paid on or before the Effective Date, including pursuant to the Fee Letter, shall have received on or been paid. (c) At least three Business Days prior to the Effective Date Date, the Borrower shall have provided to the Administrative Agent and the Lenders all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, the PATRIOT Act and customary management background checksAct, that has been requested in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) writing not less than ten Business Days prior to the Closing Effective Date. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the Effective Date (or such later date as agreed by the Borrower), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Conditions to the Effective Date. The obligation of each Lender to amend and restated This Amendment shall become effective (the Existing Credit Agreement and continue the Loans hereunder on the “Effective Date is subject to satisfaction or waiver in writing by the Lenders of Date”) immediately when the following conditions precedent:shall have been satisfied (or waived by the Lender in writing (which may be by email), which waiver may be concurrent with the satisfaction of the other conditions specified below): (a) The Administrative Agent’s receipt Lender shall have received from the Borrower and each Loan Party an executed counterpart hereof. (b) All fees and expenses in connection with this Amendment or otherwise required to be reimbursed under the terms of the following, each properly executed by a Responsible Officer Credit Agreement (including fees and expenses of the signing Loan Party, and each in form and substance satisfactory counsel to the Administrative Agent and its legal counsel:Lender) payable by the Borrower to the Lender shall have been paid to the extent invoiced at least two (2) Business Days prior to the date hereof. (c) The Lender shall have received (i) duly executed counterparts a certificate of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, dated as of the Administrative AgentEffective Date and executed by the Secretary (or other senior officer) or equivalent officer of such Loan Party, substantially in the Collateral Agent form of Exhibit C to the Original Credit Agreement, with appropriate insertions and Lendersattachments, as including (A) the Operating Documents of such Loan Party, (B) the relevant board (and/or, if applicable; , shareholders’) resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform this Amendment, and (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute this Amendment on behalf of such Loan Party, (ii) such certificates a long form good standing certificate (or resolutions or other corporate action, incumbency certificates 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 equivalent) for such Loan Party is a party or is to be a party on the Effective Date; from its respective jurisdiction of organization dated not more than thirty (iii30) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate days prior to the Effective Date, from the applicable Governmental Authority and (iii) if applicable, certificates of foreign qualification for each Loan Party’s Party from each jurisdiction of incorporation, organization where the failure to be qualified or formation;in good standing could reasonably be expected to have a Material Adverse Effect. (ivd) a certificate attesting to The Lender shall have received the Solvency executed legal opinions of the Loan Parties (taken i) Xxxxxxx Xxxxx Xxxxx Xxxxxxxx LLP, as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect Delaware counsel to the Loan Parties together with evidence thatand (ii) Xxxxxxxx Xxxxxxxxxx, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, as New York counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative AgentLender. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date.

Conditions to the Effective Date. The obligation This Agreement shall become effective as of the first date on which each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedentis satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, sufficient in number for distribution to the Administrative Agent, each Lender and the Collateral Agent and Lenders, as applicableBorrower; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) such certificates or of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower 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 the Borrower is a party or is to be a party on the Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationparty; (iv) a certificate attesting such documents and certifications as the Administrative Agent may reasonably require to evidence that the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect Borrower is duly organized or formed and is validly existing, in good standing and qualified to the Transaction engage in business in Delaware and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I heretoCalifornia; (v) copies a favorable opinion of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect Cravath, Swaine & Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Parties together with evidence that, upon satisfaction of Documents as the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken Administrative Agent or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the TransactionRequired Lenders may reasonably request; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As a certificate of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including the Borrower certifying (A) that the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of the Borrower contained in Article V or any (excluding, however, Sections 5.12 and 5.13) and contained in each other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that , except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided further , (B) if any Debt Ratings are then in effect, the current Debt Ratings, and (C) that any representation no Default has occurred and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists continuing or would result from the Credit Extension made or deemed made on the Effective Date or from the application consummation of the proceeds therefromtransactions contemplated by this Agreement or any other Loan Document. (hb) The Lenders Any fees required to be paid on or before the Effective Date, including pursuant to any Fee Letter, shall have received on or been paid. (c) At least three Business Days prior to the Effective Date Date, the Borrower shall have provided to the Administrative Agent and the Lenders all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, the PATRIOT Act and customary management background checksAct, that has been requested in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) writing not less than ten Business Days prior to the Closing Effective Date. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the Effective Date (or such later date as agreed by the Borrower), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (e) The Borrower shall have delivered a certificate to the Bridge Arrangers certifying that the entry into this Agreement has reduced the commitments under the Bridge Commitment Letter in accordance with the terms of the Bridge Commitment Letter.

Conditions to the Effective Date. The obligation This Agreement shall become effective on and as of each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder first date on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of which the following conditions precedentprecedent have been satisfied: (a) The Administrative Agent’s receipt Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of the followingthis Agreement signed on behalf of such party, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance or (ii) written evidence satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts which may include telecopy or electronic transmission of a signed signature page of this Agreement, the Guaranty, the Securities Pledge ) that such party has signed a counterpart of this Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates 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 Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, after giving effect U.S. counsel for the Company covering such customary matters relating to the TransactionCompany, the Loan Parties will Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have no indebtedness other than received such customary documents and certificates as the Facility Administrative Agent or its counsel may reasonably request relating to the organization, existence and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect good standing of the Fast Pay Indebtedness Company and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in fullauthorization of the Transactions, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agentits counsel. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence a certificate, dated the Effective Date and signed by the President or a Vice President of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insuredCompany, as applicableor a Financial Officer, thereunder. certifying (fi) The that the representations and warranties of Borrower contained in Article V or any other Loan Document shall be are true and correct in all material respects on (or, with respect to representations and warranties that contain a materiality qualification, are true and correct in all respects) as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties that contain a materiality qualification, are true and correct in all respects) as of such earlier date and (ii) that no Default or Event of Default has occurred and is continuing as of such date; . (e) The Administrative Agent, the Lenders and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced three Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (f) At least three (3) Business Days prior to the Effective Date, the Company shall have provided further that any representation to the Administrative Agent and warranty that is qualified each Lender the documentation and other customary information reasonably requested by the Administrative Agent or such Lender not less than ten (10) Business Days prior to the Effective Date in order to comply with applicable law, including the Patriot Act. If the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender, to “materiality”the extent requested by such Lender, “Material Adverse Effect” or similar language shall be true and correct (after giving effect have received a Beneficial Ownership Certification in relation to any qualification therein) in all respects on such respective datesthe Company. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on The Bridge Arranger shall have received a certificate, dated the Effective Date or from (which certificate may be conditioned on the application occurrence of the proceeds therefromEffective Date) and signed by a Responsible Officer of the Company, certifying that the term loan facility provided hereunder (as reasonably determined by the Company) constitutes a Qualifying Term Loan Facility (as defined in the Bridge Commitment Letter), and such certificate shall be deemed to satisfy the obligation of the Company to provide notice of a commitment reduction to the Administrative Agent (as defined in the Bridge Commitment Letter) as required by the Bridge Commitment Letter. (h) The Lenders Arrangers shall have received on for the Company (a) U.S. GAAP audited consolidated balance sheets and related statements of income or operations, stockholders’ equity and cash flows for the three most recent fiscal years ended at least 60 days (or such longer period as may be permissible under SEC rules or regulations from time to time) prior to the Effective Date and (b) U.S. GAAP unaudited consolidated balance sheets and related statements of income or operations, stockholders’ equity and cash flows for each fiscal quarter (other than the fourth quarter) ended at least 40 days (or such longer period as may be permissible under SEC rules or regulations from time to time) before the Effective Date, which financial statements shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended. The Arrangers acknowledge receipt of all documentation and other financial information required to be delivered for the Company for all fiscal years and fiscal quarters of the Company ended on or prior to March 31, 2021. The filing with the SEC of an annual or quarterly report on form 10-K or Form 10-Q by regulatory authorities the Company containing the financial statements required under this paragraph shall satisfy the applicable “know your customer” requirements of this paragraph, so long as such filings and anti-money laundering rules and regulationsreports have not been withdrawn or indicated that they should not be relied upon. Without limiting the generality of the provisions of Section 9.04, including without limitation for purposes of determining compliance with the PATRIOT Act and customary management background checksconditions specified in this Section 4.01, in order each Lender that has signed this Agreement shall be deemed to allow 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 Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days Administrative Agent shall have received notice from such Lender prior to the Closing Dateproposed Effective Date specifying its objection thereto.

Conditions to the Effective Date. 9.1. The respective obligation of each Lender Party hereto to amend and restated effect the Existing Credit transactions contemplated by this Agreement and continue the Loans hereunder on the Effective Date is subject to the satisfaction or waiver in writing by the Lenders of the following conditions precedentconditions: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory P1 shall deliver or cause to the Administrative Agent and its legal counselbe delivered to Buyer: (i) certified copies of resolutions duly executed counterparts adopted by the Board of Directors of P1, approving the execution and delivery of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates and/or other certificates the P1 Disclosure Schedule as contemplated by Article 4 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 Effective Date;Agreement; LA3:1144995.18 (iii) (A) Organization Documents a resignation letter from Xxxxxx Xxxxx as a director, officer and employee of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationP1; (iv) a certificate attesting copy of the Shared and Support Services Agreement in the form attached hereto as Exhibit A, executed by TBR and P1 (v) agreements assigning and conveying to Buyer all of the outstanding equity interests in P1 not owned by TBR; (a) reasonable information about the investor suitability of all holders of outstanding options and other equity interests in P1 equity interests, (b) reasonably acceptable consents by all holders of outstanding options and other equity interests in P1 equity interests, with such consents containing the agreement of each such holder (i) cancelling all such options and conveying such other equity interests to Buyer on the terms set forth in Exhibit C attached hereto (the “Plan”) and (ii) consenting to the Solvency terms of the Loan Parties option agreements provided under the Plan, and (taken c) P1 board approval of the formula used to determine the ratio of P1 options to be canceled in exchange for options in Buyer to be issued as consistent with the terms of the P1 2000 Stock Incentive Plan and the P1 2007 Equity Incentive Plan, respectively; (vii) evidence reasonably satisfactory to Buyer, as determined by the Reviewed Financial Statements and the audited Yearly Balance Sheets and Yearly Statement of Operations, that each of the Balance Sheet, the Unaudited Fiscal Year to Date Statement of Operations, the Yearly Balance Sheets and Yearly Statement of Operations was prepared in accordance with Generally Accepted Accounting Principles in the United States of America, and fairly and accurately present in all material respects the Company’s financial condition and results of operations as of the respective dates thereof and for the periods referred to therein (provided that any unfavorable change resulting from a wholereview of the Balance Sheet or Unaudited Fiscal Year to Date Statement of Operations will not be material if less than $250,000); (viii) on the unaudited statement of operations of P1 from April 1, 2008 through the last day of the calendar month immediately preceding the Effective Date (unless the Effective Date is 15 days or less after giving effect the end of the month, in which case, it shall be through the last day of the prior calendar month) (the “Latest Date”) and unaudited balance sheet of P1 as of the Latest Date; (ix) evidence of consent by SFF Realty Fund, L.P. of a change of control under that certain Office Lease dated December 19, 2007 by and among SFF Realty Fund, L.P, P1 and ICS; (x) evidence of consent by America Online, Inc. of a change of control under the contract for the Billing Services Agreement dated June 3, 2005 by and between P1 and America Online, Inc., on terms reasonably acceptable to the Transaction Buyer; (xi) evidence of consent by The Verizon Telephone Operating Companies of a change of control required under the contract for the Billing Services Agreement dated July 1, 2005 by and between P1 and Verizon Services Corporation; LA3:1144995.18 (xii) evidence of consent by ACI Billing Services Inc. of a change of control required under the other transactions contemplated hereby contract for the License Agreement dated October 1, 2004 by and therebybetween ACI Billing Services, Inc. and P1; (xiii) evidence of notification by P1 to eWingz Systems Inc. d/b/a/ Quios of a change of control as required under that certain Master Services and License Agreement dated June 11, 2007 by and between eWingz Systems Inc. d/b/a/ Quios and P1; and (xiv) bring down certificate executed by Xxxxxx Xxxxx in his capacity as Chief Executive Officer and Xxxx Xxxxx in his capacity as Chief Financial Officer on behalf of P1 certifying that the representations and warranties set out in Article 4 of this Agreement continue to be accurate as of the Effective Date. (b) Buyer shall deliver or cause to be delivered to P1: (i) the Cash Consideration; (ii) evidence that Buyer’s arrangements with Golden Gate, as set forth in Buyer’s Form 8-K filed on January 3, 2008, are in full force and effect, with the modification that Golden Gate’s prepayment obligation set forth in Section 3 of that certain Promissory Note dated December 28, 2007 in favor of the Buyer will be, from and for at least three months after the chief financial officer Effective Date, Five Hundred Thousand Dollars ($500,000) per month (instead of Two Hundred and Fifty Thousand Dollars ($250,000) per month) or another commitment equivalent in amount and duration; (iii) the Consulting Agreement duly executed by Buyer; (iv) agreements duly executed by Buyer in favor of the Parent holders of outstanding options and holders of P1 equity interests other than TBR, canceling such options and conveying such interests to Buyer and receiving interests in substantially Buyer and options in Buyer pursuant to the form of Plan satisfactory to P1, all on the terms set forth on Exhibit I heretoC hereof; (v) certified copies of a recent Lien and judgment search in each jurisdiction reasonably requested resolutions duly adopted by the Collateral Agent with respect to board of directors of Buyer, approving the Loan Parties together with evidence that, upon satisfaction execution and delivery of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transactionthis Agreement; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date.

Conditions to the Effective Date. The obligation This Agreement shall become effective as of the first date (the “Effective Date”) on which each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent:is satisfied; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the following conditions are satisfied (or waived in accordance with Section 9.05): (a) The receipt by the Administrative Agent’s receipt Agent of: (i) counterparts hereof signed by each of the followingparties hereto (or, each properly in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it telegraphic or other written confirmation (including by electronic means) from such party of execution of a Responsible Officer counterpart hereof by such party); (ii) the opinion of the signing Loan PartyGeneral Counsel of the Borrower or a legal Vice President of Consolidated Edison Company of New York, Inc. substantially in the form of Exhibit B hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (iii) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and each any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (iiiv) such certificates or of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower 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 Agreement; (v) [Reserved]; (vi) evidence satisfactory to it that all filings, consents and the other Loan Documents to which such Loan Party is a party or is approvals, if any, required to be a party made with, or obtained from, any governmental authority in connection with the transactions contemplated hereby shall have been made or obtained and shall be, in each case, in full force and effect on and as of the Effective Date; (iiivii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate at least five days prior to the Effective Date, from all documentation and other information about the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken Borrower and its Affiliates as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid reasonably requested in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or writing at least 10 days prior to the Effective Date all documentation and other information by the Administrative Agent that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act Act; and (viii) a certificate of a Responsible Officer of the Borrower certifying (A) that the representations and customary management background checkswarranties of the Borrower contained in Article 4 (excluding, however, Sections 4.13 and 4.14) are true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in order to allow all respects) on and as of the Lenders to comply therewithEffective Date, in each case, except to the extent requested that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) if any Debt Ratings are then in effect, the current Debt Ratings, and (C) that no Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement; and (b) all fees and expenses required to be paid on or before the Effective Date (in the case of expenses, for which the Borrower has been billed at least five (5) two Domestic Business Days prior to the Closing Effective Date), including the reasonable and documented fees and expenses of one counsel for the Administrative Agent and the Lead Arranger shall have been paid. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Effective Date and such notice shall be conclusive and binding absent manifest error.

Conditions to the Effective Date. The obligation of each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder Commitments shall become effective on the Effective Date is subject to satisfaction or waiver in writing by the Lenders date on which each of the following conditions precedent:is satisfied; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the following conditions are satisfied (or waived in accordance with Section 9.05): (a) The receipt by the Administrative Agent’s receipt Agent of: (i) counterparts hereof signed by each of the followingparties hereto (or, each properly in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it written confirmation (including by electronic means) from such party of execution of a Responsible Officer counterpart hereof by such party); (ii) the opinion of the signing Loan PartyGeneral Counsel, Vice President – Legal Services or Vice President – Corporate Secretary of the Borrower substantially in the form of Exhibit B hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (iii) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and each any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (iiiv) such certificates or of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower 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 Agreement; (v) evidence satisfactory to it that all filings, consents and the other Loan Documents to which such Loan Party is a party or is approvals, if any, required to be a party made with, or obtained from, any governmental authority in connection with the transactions contemplated hereby shall have been made or obtained and shall be, in each case, in full force and effect on and as of the Effective Date; (iiivi) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate at least five days prior to the Effective Date, from all documentation and other information about the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken Borrower and its Affiliates as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by Dxxxxxxxx Wxxxxx PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid reasonably requested in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that 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; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or writing at least 10 days prior to the Effective Date all documentation and other information by the Administrative Agent that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act Act; and (vii) a certificate of a Responsible Officer of the Borrower dated the Effective Date confirming the satisfaction of the conditions precedent described in clause (c) of this Section 3.01; and (viii) a Solvency Certificate; and (b) all fees and customary management background checksexpenses required to be paid on or before the Effective Date (in the case of expenses, in order to allow for which the Lenders to comply therewith, in each case, to the extent requested Borrower has been billed at least five (5) three Business Days prior to the Closing Effective Date), including the reasonable and documented fees and expenses of one counsel for the Administrative Agent and the Lead Arrangers shall have been paid; and (c) (A) the representations and warranties of the Borrower contained in Article 4 shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (B) no Default shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Effective Date and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified in Section 3.01, 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 such document has been posted to the Lenders and the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date, specifying its objection thereto.