Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. (i) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (ia) Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations, the Issuing Lender agrees to warranties and covenants set forth herein, (i) First Chicago shall issue commercial letters of credit and (ii) First Chicago shall issue or any other Lender, in its sole discretion, may issue standby letters of credit, in each case for the account of Borrowers the Borrower (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (First Chicago and each such undertaking, other Lender in such capacity being referred to as an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking"Issuing Lender"), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) terms as are satisfactory to the such Issuing Lender upon three (3) days' notice and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of duly executed applications for such Letter of Credit, and each such Revolving Credit Lender agrees other customary documents, instructions and agreements as may be required pursuant to pay the terms thereof (all such applications, documents, instructions, and agreements being referred to Collateral Agent, for herein as the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each "L/C Disbursement made by Documents") as the applicable Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Creditmay require; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit will be issued (or amended) for the account of the Borrower by an Issuing Lender’s interpretations Lender if on the date of issuance, before or after taking such Letter of Credit into account, (A) the Revolving Loan Obligations at such time would exceed the Aggregate Revolving Loan Commitment at such time, (B) the Revolving Loan Obligations (other than L/C Obligations in respect of commercial Letters of Credit) at such time would exceed the Borrowing Base at such time, (C) aggregate outstanding amount of the L/C Obligations in respect of standby Letters of Credit exceeds $5,000,000 plus the amount outstanding under the Backstop Letter of Credit only so long as the Backstop Letter of Credit remains outstanding, or (C) the aggregate outstanding amount of the L/C Obligations in respect of commercial Letters of Credit exceeds $40,000,000; and provided, further, that no Letter of Credit shall be issued (or amended) which has an expiration date later than the date which is the earlier of one (1) year after the date of issuance thereof or five (5) Business Days immediately preceding the Termination Date. There shall be no Issuing Lender other than the Agent with respect to commercial Letters of Credit. The designation of any Lender as an Issuing Lender after the date hereof with respect to standby Letters of Credit shall be subject to the prior written consent of the Agent. If the Borrower applies for a standby Letter of Credit from any Lender other than First Chicago, the Borrower shall simultaneously notify the Agent of the proposed amount, expiration date and nature of such Letter of Credit. The Agent shall promptly notify the Lender to which such application has been made and the Borrower whether the issuance of such Letter of Credit would comply with the terms of this Section 2.21. Each Issuing Lender shall be entitled to assume that the applicable conditions set forth in Article IV hereof have been satisfied unless it shall have received notice to the contrary from the Agent or such Issuing Lender has knowledge that the applicable conditions have not been met. To the extent that any provision of any L/C issued by Document cannot reasonably be construed to be consistent with this Agreement, requires greater collateral security or imposes additional obligations not reasonably related to customary letter of credit arrangements, such provision shall be invalid and this Agreement shall control. All references in the expense, indemnity and similar provisions of this Agreement to the Lenders shall include First Chicago and any other Lender in its capacity as an Issuing Lender. No Issuing Lender to shall extend or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for amend any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that unless the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out requirements of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, this Section 2.21 are met as though a new Letter of Credit was being requested and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lenderissued. (ivb) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter Schedule 2.21(b) contains a schedule of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter certain letters of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent credit issued for the account of the Issuing Lender; it being acknowledged and agreed Borrower prior to the Closing Date by each Borrower that, as First Chicago (the "Existing Letters of Credit"). Subject to the satisfaction of the conditions contained in Sections 4.1 and 4.2, from and after the Closing Date, Date the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount Existing Letters of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall deemed to be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter Letters of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoSection 2.21(a).

Letter of Credit Facility. (ia) Subject to and upon the terms and conditions herein set forth, each L/C Account Party, or Interface on behalf of any L/C Account Party, may request, in accordance with the provisions of this AgreementArticle IIA, that, on and after the Restatement Date, the Issuing Lender agrees to Domestic L/C Issuer issue letters one or more Domestic Letters of credit Credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of CreditAccount Party; provided, however, that no Borrower any Letter of Credit to be so issued shall conform to the following conditions and requirements: (i) The Letter of Credit shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused in a form customarily used by the gross negligence L/C Issuer or willful misconduct in any other form requested by the L/C Account Party and approved by the L/C Issuer; (ii) No Letter of Credit shall have an expiration date later than one year from the Issuing Lender date of issuance thereof, and no Letter of Credit shall have an expiration date later than the fifth (5th) Business Day prior to the Maturity Date, regardless of its date of issuance; (iii) [Intentionally omitted]; (iv) No Letter of Credit shall be requested or issued having a stated amount less than $250,000; (v) No Letter of Credit shall be requested or issued if, after giving effect to such issuance, the aggregate outstanding principal amount of all Extensions of Credit would exceed the aggregate amount of all Lenders’ Domestic Syndicated Loan Commitments; (vi) No Domestic Letter of Credit shall be requested or issued if, after giving effect to such issuance the Aggregate Domestic L/C Outstandings would exceed the lesser of (A) the Domestic Borrowing Limit, minus the amount of all outstanding Domestic Revolving Loans and (B) the aggregate Domestic L/C Subcommitments; (vii) [Intentionally Omitted]; (viii) [Intentionally Omitted]; and (ix) Any such Letter of Credit shall be subject to the Uniform Customs and/or ISP98 (or any other Lender. Each Borrower agrees to be bound customary set of rules, regulations, or standards adopted and employed by the Underlying Issuer’s regulations and interpretations of any Underlying L/C Issuer in its customary practices), as set forth in the application for such Letter of Credit or other applicable law as determined by Issuing Lender’s interpretations of any the L/C issued by Issuing Lender to Issuer. Upon expiration or for such Borrower’s accounttermination of the Domestic Syndicated Loan Commitments, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the foregoing Domestic Letter of Credit facility shall automatically expire or any modificationsterminate, amendmentsas the case may be, without further action or supplements thereto. notice hereunder. (b) Each Borrower understands Letter of Credit may provide that the L/C Undertakings Issuer may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys feesbut shall not be required to), upon the occurrence of an Event of Default and the acceleration of the maturity of the Loans, or liability incurred by the Revolving exercise of any remedies set forth in Article IX, pay the beneficiary thereof or, if payment is not then due to the beneficiary, provide for the deposit of funds in an account to secure payment to the beneficiary and that any funds so deposited shall be paid to the beneficiary of the Letter of Credit Lenders under any if conditions to such payment are satisfied, or returned to the L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify Issuer for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver distribution to the Issuing Lender Domestic Agent (or, if all instrumentsObligations shall have been indefeasibly paid in full, documents, to the applicable L/C Account Party) if no payment to the beneficiary has been made and other writings and property received by such Underlying Issuer pursuant to such Underlying the final date available for drawings under the Letter of Credit and to accept and rely upon has passed. Each payment or deposit of funds as provided in this Section 2A.01(b) shall be treated for all purposes of this Agreement as a drawing duly honored by the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and L/C Issuer under the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (ia) Subject to On the terms and subject to the conditions of contained in this Agreement, Issuer shall issue one or more Letters of Credit before the Issuing Lender agrees to issue letters Maturity Date at the request of credit Applicant for the account of Borrowers (each, an “L/C”) or Applicant from time to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower Issuer shall be obligated hereunder to indemnify for not issue any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit if: (i) one or by Issuing Lender’s interpretations more of the applicable conditions contained in Article V is not then satisfied; (ii) the face amount of the requested Letter of Credit exceeds the Available Credit; or (iii) any order, judgment or decree of any L/C issued Governmental Authority or arbitrator of which Issuer is aware shall purport by Issuing Lender its terms to enjoin or for restrain Issuer from issuing such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendmentsGovernmental Rule shall prohibit, or supplements thereto. Each Borrower understands request that Issuer refrain from, the L/C Undertakings may require Issuing Lender to indemnify the Underlying issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to such Letter of Credit any restriction or reserve or capital requirement (for which Issuer is not otherwise compensated) not in effect on the Closing Date or result in any loss, costcost or expense which (A) was not applicable, expense in effect or known to Issuer on the Closing Date and which Issuer in good faith deems material to it, and (including reasonable attorneys fees), or liability incurred by B) the Revolving Credit Lenders under any L/C Undertaking as a result reimbursement of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify whixx xx xxx xrovided for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lenderhereunder. (ivb) Each Borrower hereby authorizes and directs any Underlying Applicant may request that Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying issue a Letter of Credit and only by submitting a letter of credit application on Issuer's standard form not later than 10:00 a.m. (Portland time) at least two Business Days prior to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter requested date of Credit and issuance. In no event shall the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect expiry date of any Letter of Credit issued hereunder, or (B) there shall be imposed on fall after the Underlying Issuer or first anniversary of the Revolving Credit Lenders any other condition regarding any Underlying Maturity Date. The expiry date for a standby Letter of Credit or any may not be more than one year after its date of issuance, and the expiry date for a commercial (documentary) Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period may not be more than 180 days after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the its date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoissuance.

Letter of Credit Facility. (ia) Subject to On the terms and subject to the conditions of contained in this Agreement, the Issuing Lender each Issuer agrees to issue letters one or more Letters of credit Credit at the request of the Borrower for the account of Borrowers the Borrower from time to time during the period commencing on the date hereof and ending on July 9, 2005 (eachor, an “L/C”if earlier, on the Termination Date); PROVIDED, HOWEVER, that no Issuer shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to purchase participations enjoin or execute indemnitiesrestrain such Issuer from issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, guarantees or reimbursement obligations (each request that such undertakingIssuer refrain from, an “L/C Undertaking”) the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to letters such Letter of credit issued by an Underlying Credit any restriction or reserve or capital requirement (for which such Issuer (is not otherwise compensated) not in effect on the date hereof or result in any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuer as of the Closing Datedate hereof and which such Issuer in good faith deems material to it; (ii) such Issuex xxxxx xxxe received written notice from the Agent, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (any Lender or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeBorrower, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) prior to the Issuing Lender and Collateral Agent (reasonably in advance of Business Day prior to the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, that one or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any more of the following would result applicable conditions contained in ARTICLE III is not then satisfied; (iii) after giving effect to the requested issuance of such Letter of Credit: (A) , the Letter of Credit Usage would Obligations exceed the amount by which the lesser of $40,000,000; (viv) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued Only an Issuer shall have an obligation hereunder to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying issue any Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (iib) Promptly following receipt Notwithstanding anything to the contrary contained in this Agreement, any and all "Letters of a notice of L/C Disbursement Credit" issued and outstanding on the Effective Date pursuant to Section 2.01(b)(i), each Revolving and as defined in the Existing Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent Agreement shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) automatically and without any further action on the part of any party, be deemed to be Letters of Credit issued by the Issuing Lender or Issuer pursuant to this SECTION 2.16 and covered by the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender terms hereof and any reimbursement agreement pertaining to any such "Letter of Credit" shall be deemed to have granted and assigned to each Revolving Credit Lender with be a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans Reimbursement Agreement hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.SCHEDULE 2.16

Letter of Credit Facility. (ia) Subject to On the terms and conditions of this Agreementhereinafter set forth, the Issuing Lender Seller agrees to issue letters sell to Wachovia, and Wachovia agrees to purchase, Receivable Interests from time to time during the period from the date hereof to the L/C Termination Date, in each case in consideration of credit the issuance of a Letter of Credit by Wachovia for the account of Borrowers (each, an “L/C”) or the Seller. Each Receivable Interest purchased pursuant to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, this Section is sometimes referred to as an “L/C UndertakingReceivable Interest”, and Wachovia in its capacity as issuer of Letters of Credit is referred to herein as the “L/C Bank”. No Investor and no Bank other than Wachovia shall have any obligation to purchase L/C Receivable Interests or to issue any Letter of Credit. Table of Contents (b) At any time when L/C Receivable Interests are outstanding, unless a Liquidation Day has occurred with respect to letters of credit issued by an Underlying Issuer (as of the Closing Dateall Receivable Interests, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeProgram Agent, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C UndertakingBank, or identifying shall have the L/C or L/C Undertaking Collections attributable to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is Receivable Interests automatically reinvested pursuant to expire, Section 2.04 in additional undivided percentage interests in the amount Pool Receivables by making an appropriate readjustment of such L/C or Receivable Interests. (c) Each request for the issuance of a Letter of Credit shall be made not later than 12:00 noon on at least three Business Days’ notice from the Seller to the Program Agent and the L/C Undertaking, Bank and shall be substantially in the name and address form of the beneficiary thereof Letter of Credit Request attached hereto as Annex H. Each such request shall specify (or i) the face amount of the Underlying Letter of Credit requested to be issued (such amount, which shall not be less than $250,000, being referred to herein as the initial Capital of the Receivable Interest then being purchased), (ii) the proposed issuance date and expiry date of such Letter of Credit, as applicable)and (iii) the beneficiary of such Letter of Credit, and shall be accompanied by a Letter of Credit Application completed to the reasonable satisfaction of the L/C Bank and duly executed by the Seller, and such other information as shall be necessary to prepare, amend, renew, renew or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of addition, the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees Seller may from time to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands time request that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs Bank renew, extend, increase, decrease or liabilities arising out otherwise modify any Letter of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defendCredit previously issued hereunder (“Modify”, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys feeseach such action a “Modification”), or liability incurred in each case by notice to the Revolving Credit Lenders under any Program Agent and the L/C Undertaking as a result Bank, given not later than 12:00 noon three Business Days prior to the date of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; providedproposed Modification, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by and substantially in the gross negligence or willful misconduct form of the Issuing Lender or any other Revolving Letter of Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Request attached hereto as Annex H. All terms of each proposed Letter of Credit and each Modification thereto must be reasonably acceptable to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with L/C Bank. In no event shall the L/C Bank issue a Modification if, on the proposed date of such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing DateModification, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying L/C Bank would not be obligated to issue a new Letter of Credit, that such issuance charge may be changed from time if requested, in the amount and on the terms of (and in replacement for) the Letter of Credit being Modified, or if the beneficiary does not consent to time, and that the Underlying Issuer also imposes a schedule proposed terms of charges for amendments, extensions, drawings, and renewalsthe Modification. (vid) If by reason Effective on the date of each purchase of an L/C Receivable Interest pursuant to this Section 2.18 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Program Agent, for the benefit of the L/C Bank, an undivided percentage ownership interest, to the extent of the Receivable Interest then being purchased, in each Pool Receivable then existing and in the Related Security and Collections with respect thereto. (e) Notwithstanding the foregoing, (i) the L/C Bank shall not make any purchase of an L/C Receivable Interest under this Section 2.18 on any date unless all conditions precedent to the initial purchase of a Receivable Interest set forth in Section 3.01 shall have been satisfied on or prior to such date and all conditions precedent to the purchase of such Receivable Interest set forth in Section 3.02 shall be satisfied on such date, (ii) the L/C Bank shall not make purchases of L/C Receivable Interests under this Section 2.18 at any time if, after giving effect to such purchase, the aggregate outstanding Capital of L/C Receivable Interests would exceed the L/C Facility Limit and (iii) the L/C Bank shall not be obligated to make purchases of L/C Receivable Interests under this Section 2.18 at any time if, after giving effect to such purchase, the sum of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof aggregate outstanding Capital of Receivable Interests (including L/C Receivable Interests) held by any Governmental Authority, or Wachovia plus (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D Wachovia’s Ratable Share of the Federal Reserve Board as from time aggregate outstanding portion of Capital held by VFCC (whether or not any portion thereof has been assigned under an Asset Purchase Agreement), in each case after giving effect to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result reductions of the foregoing is to increase, directly Capital held by Wachovia or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify VFCC to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest made on such amount from the date of such demand until payment in full thereof at purchase (whether from the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent distribution of any amount due pursuant to this Section, as set forth in a certificate setting forth Collections or from the calculation thereof in reasonable detail, shall, in the absence proceeds of manifest or demonstrable error, be final and conclusive and binding on all purchases of the parties heretoReceivable Interests) would exceed Wachovia’s Bank Commitment.

Letter of Credit Facility. (a) The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Legacy Lenders set forth in this AgreementSection 2.03, (x) from time to time on any Business Day during the Issuing Lender agrees period from the Closing Date until the Maturity Date, to issue letters Letters of credit Credit in Dollars for the account of the Borrowers (eachprovided that any Letter of Credit may be for the benefit of any Borrower or any Subsidiary of the Borrowers) and to amend or renew Letters of Credit previously issued by it, an “L/C”in accordance with Section 2.03(b), and (y) or to purchase participations or execute indemnities, guarantees or reimbursement obligations honor drafts under the Letters of Credit and (each such undertaking, an “2) the Legacy Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Undertaking”) Issuer shall be obligated to make any L/C Credit Extension with respect to letters any Letter of credit issued by an Underlying Issuer (as Credit, and no Legacy Lender shall be obligated to participate in any Letter of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an Credit if after giving effect to such L/C or an L/C Undertaking Credit Extension, (or w) the amendmentLegacy Revolving Credit Exposure of any Legacy Lender would exceed such Legacy Lender’s Legacy Commitment, renewal(x) the Total Legacy Outstandings would exceed the Legacy Line Cap at such time, or extension (y) the Outstanding Amount of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C Obligations would exceed the Letter of Credit Sublimit or L/C Undertaking to be amended, renewed, or extended, (z) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount Outstanding Amount of such L/C or Issuer’s L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend Obligations would exceed such L/C or Issuer’s L/C Undertaking. If requested by the Issuing LenderIssuer Sublimit; provided further, the Borrowers also that Barclays and its Subsidiaries or affiliates shall not be applicants under the application with respect required to issue any Underlying Letter of Credit other than standby Letters of Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that is to be the subject of an have expired or that have been drawn upon and reimbursed. (ii) An L/C Undertaking. The Issuing Lender Issuer shall have be under no obligation to issue a any Letter of Credit if any of the following would result after giving effect to the requested Letter of Creditif: (A) the Letter any order, judgment or decree of Credit Usage would exceed the amount any Governmental Authority or arbitrator shall by which the lesser of (v) the Aggregate Revolving Credit Commitments its terms purport to enjoin or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a restrain such L/C Issuer from issuing such Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal or any Law applicable to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender Issuer or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit directive (whether or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or monetary authority includingdirect that such L/C Issuer refrain from, Regulation D the issuance of the Federal Reserve Board as from time letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to time such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (and any successor thereto):for which such L/C Issuer is not otherwise compensated hereunder); (AB) any reservesubject to Section 2.03(b)(iii), depositthe expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) the Required Legacy Lenders have approved such expiry date or similar requirement is or shall be imposed or modified (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been cash collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Maturity Date, unless all the Legacy Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; or (E) the Letter of Credit is to be denominated in a currency other than Dollars. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit issued hereunderif (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying beneficiary of such Letter of Credit or any does not accept the proposed amendment to such Letter of Credit issued pursuant hereto; and Credit. (iv) For the result avoidance of doubt, if the foregoing is to increase, directly or indirectlyVentas Purchase Option Assignment occurs, the cost L/C Issuers shall have no further obligations to the Lenders of issuing, making, guaranteeing, or maintaining issue any Letter additional Letters of Credit or to reduce extend the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the expiry date of such demand until payment any existing Letter of Credit and the existing Letters of Credit shall be Cash Collateralized in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoaccordance with Section 2.17.

Letter of Credit Facility. (ia) Subject to and upon the terms and conditions of this Agreementherein set forth, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) Account Party, or Interface on behalf of any L/C Account Party, may request, in accordance with respect to letters the provisions of credit issued by an Underlying Issuer (as of this Article IIA, that, on and after the Closing Date, the prospective Underlying Domestic L/C Issuer will be Wxxxx Fargo) issue one or more Domestic Letters of Credit for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of CreditAccount Party; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or to be so issued shall conform to the following conditions and requirements: (i) The Letter of Credit shall be in a form customarily used by Issuing Lender’s interpretations of any the applicable L/C issued Issuer or in any other form requested by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, Account Party and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred approved by the Revolving Credit Lenders under any applicable L/C Undertaking as a result Issuer; (ii) No Letter of Credit, other than an IRB Letter of Credit, shall have an expiration date later than one year from the date of issuance thereof, and no Letter of Credit (including any IRB Letter of Credit) shall have an expiration date later than the fifth (5th) Business Day prior to the Maturity Date, regardless of its date of issuance; (iii) Each IRB Letter of Credit shall provide for the automatic reduction of amounts available to be drawn thereunder, based upon the scheduled amortization of the Revolving Credit Lenders’ indemnification principal amount of any Underlying Issuer; providedthe industrial development revenue bonds supported thereby, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused in accordance with an amortization schedule approved by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender.Domestic L/C Issuer; (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying No Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application.shall be requested or issued having a stated amount less than $250,000; (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters No Letter of Credit immediately shall be reimbursable by Borrowers requested or issued if, after giving effect to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Datesuch issuance, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face aggregate outstanding principal amount of each Underlying Letter all Extensions of Credit, that such issuance charge may be changed from time to time, and that Credit would exceed the Underlying Issuer also imposes a schedule aggregate amount of charges for amendments, extensions, drawings, and renewals.all Lenders’ Domestic Syndicated Loan Commitments; (vi) If by reason No Domestic Letter of (x) any change in any applicable lawCredit shall be requested or issued if, treaty, rule, or regulation or any change in after giving effect to such issuance the interpretation or application thereof by any Governmental Authority, or (y) compliance by Aggregate Domestic L/C Outstandings would exceed the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective lesser of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reservethe Domestic Borrowing Limit, deposit, or similar requirement is or shall be imposed or modified in respect minus the amount of any all outstanding Domestic Revolving Loans and (B) the aggregate Domestic L/C Subcommitments; (vii) [Intentionally Omitted]; (viii) [Intentionally Omitted]; and (ix) Any such Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost subject to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this SectionUniform Customs and/or ISP98, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in application for such Letter of Credit or other applicable law as determined by the absence of manifest applicable L/C Issuer. Upon expiration or demonstrable error, be final and conclusive and binding on all termination of the parties heretoDomestic Syndicated Loan Commitments, the foregoing Domestic Letter of Credit facility shall automatically expire or terminate, as the case may be, without further action or notice hereunder. (b) Each Letter of Credit may provide that the applicable L/C Issuer may (but shall not be required to), upon the occurrence of an Event of Default and the acceleration of the maturity of the Loans, or the exercise of any remedies set forth in Article IX, pay the beneficiary thereof or, if payment is not then due to the beneficiary, provide for the deposit of funds in an account to secure payment to the beneficiary and that any funds so deposited shall be paid to the beneficiary of the Letter of Credit if conditions to such payment are satisfied, or returned to the applicable L/C Issuer for distribution to the Domestic Agent (or, if all Obligations shall have been indefeasibly paid in full, to the applicable L/C Account Party) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds as provided in this Section 2A.01(b) shall be treated for all purposes of this Agreement as a drawing duly honored by the applicable L/C Issuer under the related Letter of Credit.

Letter of Credit Facility. (i) Subject to 3. 1Issuance. Each LC Issuer hereby agrees, on the terms and conditions of set forth in this Agreement, the Issuing Lender agrees to issue standby letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant agreed to Section 2.01(b)(v) to reimburse the Issuing Lenderby any applicable LC Issuer, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. direct-pay letters of credit, denominated in U.S. dollars (ii) Promptly following receipt of each, a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof“Facility LC”) and without any further action on the part of the Issuing Lender to renew, extend, increase, decrease or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to otherwise modify each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, Facility LC (“Modify,” and each such Revolving Credit Lender agrees action a “Modification”), from time to pay time from and including the Closing Date and prior to Collateral Agent, for the account Termination Date upon the request of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of CreditCompany; provided, however, that in no Borrower event shall be obligated hereunder to indemnify for any loss(i) immediately after each such Facility LC is issued or Modified, costthe Aggregate Outstanding Credit Exposure exceed the Available Commitment, expense(ii) immediately after each such Facility LC is issued or Modified, or liability that is caused by the gross negligence or willful misconduct amount of the Issuing Lender LC Obligations exceed the Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any other Lender. Each Borrower agrees to be bound by the Underlying LC Issuer exceed such LC Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for Facility LC Commitment, as such Borrower’s account, even though this interpretation amount may be different increased or decreased from such Borrower’s owntime to time with the written consent of the Company, the Agent and each Borrower understands and agrees LC Issuer (provided that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, increase in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless amount with respect to any lossLC Issuer, costand any subsequent decrease in such amount to an amount equal to $25,000,000 or more, expense (including reasonable attorneys fees), or liability incurred by shall only require the Revolving Credit Lenders under any L/C Undertaking as a result consent of the Revolving Credit Lenders’ indemnification of any Underlying Company and such LC Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. ) and (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of Facility LC (x) any change in any applicable lawbe issued later than 30 days prior to the scheduled Termination Date, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by have an expiry date later than the Underlying Issuer or earlier of (1) the Revolving Credit Lenders with any directiondate one year after the date of the issuance of such Facility LC (or, request, or requirement (irrespective of whether having in the force of law) case of any Governmental Authority renewal or monetary authority includingextension thereof, Regulation D one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the Federal Reserve Board as expiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts. The Company may from time to time in request to increase the Facility LC Sublimit so long as, after giving effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the aggregate amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Sectionincreases does not exceed $50,000,000, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shallwhich increase, in the absence of manifest or demonstrable error, be final and conclusive and binding on all sole discretion of the parties heretoapplicable LC Issuer, may be provided by one or more LC Issuers (each LC Issuer so agreeing to an increase in its Facility LC Commitment, an “Increasing LC Issuer”), or by one or more other Lenders that wish to become an LC Issuer (each such Lender, an “Additional LC Issuer”); provided that each Increasing LC Issuer and each Additional LC Issuer shall be subject to the approval of the Company and the Agent. Nothing contained in this Section 3.1 shall constitute or otherwise be deemed to be a commitment on the part of any LC Issuer to increase its Facility LC Commitment. Notwithstanding the foregoing, the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued on the Closing Date for all purposes of the Credit Documents.

Letter of Credit Facility. (i) Subject to the terms and conditions of ------------------------- this AgreementAgreement and in reliance upon the representations, warranties and covenants set forth herein, First Chicago shall issue or any other Lender acceptable to the Issuing Lender agrees to Borrowers, may, in its sole discretion, issue standby letters of credit credit, in each case for the account of Borrowers the applicable Borrower (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (First Chicago and each such undertaking, other Lender in such capacity being referred to as an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking"ISSUING LENDER"), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) terms as are reasonably satisfactory to the such Issuing Lender upon three (3) days' notice and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of duly executed applications for such Letter of Credit, and each such Revolving other customary documents, instructions and agreements as may be required pursuant to the terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the "L/C Documents") as the applicable Issuing Lender may require; provided, -------- however, that no Letter of Credit Lender agrees to pay to Collateral Agent, will be issued (or amended) for the account of ------- any Borrower by an Issuing Lender if on the Issuing Lenderdate of issuance, before or after taking such Letter of Credit into account, (A) the Revolving Credit Lender’s Pro Rata Share Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) the aggregate outstanding amount of the L/C Obligations in respect of standby Letters of Credit exceeds $2,000,000; and provided, further, that no -------- ------- Letter of Credit shall be issued (or amended) which has an expiration date later than the date which is the earlier of one (1) year after the date of issuance thereof or five (5) Business Days immediately preceding the Termination Date. The designation of any payments made by the Lender as an Issuing Lender under after the date hereof with respect to standby Letters of Credit shall be subject to the prior written consent of the Agent. If any Borrower applies for a standby Letter of Credit from any Lender other than First Chicago, the applicable Borrower shall simultaneously notify the Agent of the proposed amount, expiration date and nature of such Letter of Credit. In consideration The Agent shall promptly notify the Lender to which such application has been made and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for applicable Borrower whether the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect issuance of such Letter of Credit as provided in would comply with the terms of this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.Section -------

Letter of Credit Facility. (i) Subject Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may require, and subject to the terms and conditions provisions of this AgreementARTICLE IV, the Issuing Lender agrees to Agent shall or any other Lender, in its sole discretion, may, issue letters of credit for the account of Borrowers the Borrower, and for which a Subsidiary may be a co-applicant (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (the Agent and each such undertakingother Lender in such capacity being referred to as an ("ISSUING LENDER"), an “L/C Undertaking”) with respect on terms as are satisfactory to letters such Issuing Lender; PROVIDED, HOWEVER, that no Letter of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer Credit will be Wxxxx Fargo) issued for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the an Issuing Lender and Collateral Agent if (reasonably in advance of the requested date of issuance, amendment, renewal, or extensioni) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, on the date of issuance, amendment, renewal, before or extension, after taking such Letter of Credit into account the date on which aggregate of all Revolving Credit Obligations exceeds the Maximum Revolving Credit Amount at such time; or (ii) the aggregate outstanding amount of the L/C or L/C Undertaking is to expireObligations exceeds $500,000; and PROVIDED, the amount of such L/C or L/C UndertakingFURTHER, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying that no Letter of Credit that shall be issued which has an expiration date later than the date which is to be five (5) Business Days immediately preceding the subject of an L/C UndertakingTermination Date. The Issuing Lender shall have no obligation to issue If the Borrower applies for a Letter of Credit if from any Lender other than the Agent, the Borrower shall simultaneously notify the Agent of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the proposed amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the expiration date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, . The Agent shall promptly notify the Borrower and each the Lender to which such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments application has been made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect whether issuance of such Letter of Credit as provided in would comply with the terms of this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in fullSECTION 2.21. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. A. LETTER OF CREDIT COMMITMENT. --------------------------- (ia) Subject to the terms and conditions of this Agreementhereof and the execution and delivery by the Borrower or, as the case may be, the Issuing Lender agrees to issue letters Parent Guarantor, of a letter of credit for application on the account Agent's customary form (a "Letter of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C UndertakingCredit Application"), the Borrower Representative, Agent on behalf of the BorrowersBanks, shall hand deliver or telecopy in reliance upon the agreement of the Banks set forth in (or transmit by electronic communicationS)4.1(d) and upon the representations and warranties of the Borrower and the Parent Guarantor contained herein, if arrangements for doing so have been approved by agrees, in its individual capacity, to issue, extend and renew from time to time from the Issuing Lenderdate hereof until but not including the date which is fourteen (14) days prior to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying then scheduled Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Maturity Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing LenderBorrower, such Revolving Credit Lender’s Pro Rata Share of any payments made by or, at the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral AgentBorrower's request, for the account of the Issuing LenderParent Guarantor, such Revolving Credit Lender’s Pro Rata Share a standby letter of each L/C Disbursement made by credit (the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any "Letter of Credit"), in the form as may be requested by the Borrower or, as the case may be, the Parent Guarantor and agreed to by the Agent; provided, however, that no Borrower that, after giving effect to such -------- ------- request, the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall be obligated hereunder to indemnify for not exceed $7,500,000 at any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lenderone time. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying The Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for issued, extended or renewed with an expiration date occurring after the then scheduled Letter of Credit Maturity Date; (b) The Letter of Credit Application shall be completed to the satisfaction of the Agent. In the event that any error, negligence, or mistake, whether provision of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or Application shall be inconsistent with any modificationsprovision of this Agreement, amendmentsthen the provisions of this Agreement shall, or supplements thereto. Each Borrower understands that to the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification extent of any Underlying Issuer; providedsuch inconsistency, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.govern;

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, each Issuer agrees to issue one or more Letters of Credit at the request of the Borrower for the account of the Borrower from time to time during the period commencing on the date hereof and ending on December 20, 2000 (or if earlier on the Termination Date); PROVIDED, HOWEVER, that no Issuer shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in effect on the date hereof or result in any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuer as of the date hereof and which such Issuer in good faitx xxxxx xxxerial to it; (ii) such Issuer shall have received written notice from the Agent, any Lender or the Borrower, on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article III is not then satisfied; (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations exceed $30,000,000; (iv) the amount of the Letter of Credit requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. Only an Issuer shall have an obligation hereunder to issue any Letter of Credit. (b) Notwithstanding anything to the contrary contained in this Agreement, any and all letters of credit issued and outstanding on the Closing Date pursuant to the DIP Facility shall automatically and without any further action on the part of any party, be deemed to be Letters of Credit issued by the Issuer pursuant to this Section 2.16 and covered by the terms hereof and any reimbursement agreement pertaining to any such Letter of Credit shall be deemed to be a Letter of Credit Reimbursement Agreement hereunder. Schedule 2.16(b) reflects all Letters of Credit outstanding under the DIP Facility and deemed to be Letters of Credit for purposes of this Agreement. (c) In no event shall: (i) the expiration date of (x) any standby Letter of Credit be more than 360 days after the date of issuance thereof, or (y) any other Letter of Credit be more than 180 days after the date of issuance thereof, other than the Letter of Credit in the face amount of $3,133,287.67 issued in respect of the Zanesville Bonds, which may be up to 360 days; (ii) any Issuer issue any Letter of Credit for the purpose of supporting the issuance of any letter of credit by any other Person; or (iii) the expiration date of any Letter of Credit be later than the seventh calendar day preceding the Termination Date unless on the date of issuance thereof, the Borrower shall have cash collateralized such Letter of Credit to the satisfaction of the Agent in an amount equal to 105% of the undrawn face amount thereof. (d) Prior to the issuance of each Letter of Credit, the Borrower shall have delivered to the Issuer thereof a letter of credit reimbursement agreement, in a form attached hereto as EXHIBIT L (a "LETTER OF CREDIT REIMBURSEMENT AGREEMENT"), signed by the Borrower, and such other documents or items as may be required pursuant to the terms thereof. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern. (e) In connection with the issuance of each Letter of Credit, the Borrower shall give the Issuer thereof and the Agent at least two Business Days' prior written notice (a "LETTER OF CREDIT REQUEST"), in substantially the form of EXHIBIT D, of the requested issuance of such Letter of Credit. Such notice shall be irrevocable and shall specify the stated amount of the Letter of Credit requested, the date of issuance of such requested Letter of Credit (which day shall be a Business Day), the date on which such Letter of Credit is to expire (which date shall be a Business Day), and the Person for whose benefit the requested Letter of Credit is to be issued. Such notice, to be effective, must be received by such Issuer and the Agent not later than 11:00 A.M. (New York City time) on the last Business Day on which notice can be given under the immediately preceding sentence. (f) Subject to the terms and conditions of this AgreementSection 2.16 and provided that the applicable conditions set forth in Article III are satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representativeshall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of the following would result after giving effect Borrower in accordance with the Issuer's usual and customary business practices. On the date of the proposed issuance of the Letter of Credit the Agent shall confirm to the Issuer of the requested Letter of Credit: (A) Credit that the Letter of Credit Usage would exceed applicable conditions in Article III are satisfied. The Issuer shall give prompt notice to the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) Agent of the Compressed Sale Value issuance, modification or surrender of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (iig) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By Immediately upon the issuance by an Issuer of a Letter of Credit (or an amendment to a Letter in accordance with the terms and conditions of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitmentsthis Agreement, the Issuing Lender such Issuer shall be deemed to have granted sold and assigned transferred to each Revolving Credit Lender with a Revolving Credit CommitmentLender, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed irrevocably and unconditionally to have purchased and assumedreceived from such Issuer, a participation without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Ratable Portion, in each such Letter of Credit and the obligations of the Borrower with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto. (h) In determining whether to pay under any Letter of Credit, in an amount equal no Issuer shall have any obligation relative to its Pro Rata Share the Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the Risk Participation Liability requirements of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), Any action taken or of any reimbursement payment required omitted to be refunded to Borrowers for taken by any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of Issuer under or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, if taken or liability that is caused by omitted in the absence of gross negligence or willful misconduct misconduct, shall not put such Issuer under any resulting liability to any Lender. (i) In the event that any Issuer makes any payment under any Letter of Credit and the Borrower shall not have repaid such amount to such Issuer pursuant to Section 2.16(m), such Issuer shall promptly notify the Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Agent for the account of such Issuer the amount of such Lender's Ratable Portion of such payment in Dollars and in immediately available funds. If the Agent so notifies such Lender prior to 11:00 A.M. (New York City time) on any Business Day, such Lender shall make available to the Agent for the account of such Issuer its Ratable Portion of the Issuing amount of such payment on such Business Day in immediately available funds. If and to the extent such Lender shall not have so made such Lender's Ratable Portion of the amount of such payment available to the Agent for the account of such Issuer, such Lender agrees to pay to the Agent for the account of such Issuer forthwith on demand such amount together with interest thereon, for each day from such date until the date such amount is repaid to the Agent for the account of such Issuer, at the Federal Funds Rate. The failure of any Lender to make available to the Agent for the account of such Issuer its Ratable Portion of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Agent for the account of such Issuer its Ratable Portion of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Agent for the account of any Issuer such other Lender's Ratable Portion of any such payment. (j) Whenever any Issuer receives a payment of a Reimbursement Obligation as to which the Agent has received for the account of such Issuer any payment from a Lender pursuant to Section 2.15 or 2.16(i), the Issuer shall pay to the Agent and the Agent shall promptly pay to each Lender, in immediately available funds, an amount equal to such Lender's pro rata share of such payment based on the respective amounts the Lenders have paid in respect of such Reimbursement Obligation. (k) Upon the request of any Lender, each Issuer shall furnish to such Lender copies of any Letter of Credit Reimbursement Agreement to which such Issuer is a party and such other documentation as may reasonably be requested by such Lender. (l) The obligations of the Lenders to make payments to the Agent for the account of each Issuer with respect to Letters of Credit shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 2.16(h)), including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, any Issuer, any Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistakePerson, whether of omission or commissionin connection with this Agreement, in following Borrowers’ instructions or those contained in the any Letter of Credit or any modificationsunrelated transaction (including, amendmentswithout limitation, any underlying transaction between the Borrower and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or supplements theretoany other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (v) the occurrence of any Default or Event of Default. (m) The Borrower agrees to pay to each Issuer the amount of all Reimbursement Obligations owing to such Issuer under any Letter of Credit immediately when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against such Issuer or any other Person. Each The Borrower understands that the L/C Undertakings may require Issuing Lender agrees to indemnify the Underlying reimburse each Issuer for certain costs all amounts which such Issuer pays under such Letter of Credit no later than the time specified in such Letter of Credit Reimbursement Agreement. If the Borrower does not pay (either from the proceeds of a Borrowing or liabilities arising out otherwise) any such Reimbursement Obligation when due, such Reimbursement Obligation shall bear interest computed from the date on which such Reimbursement Obligation arose to the date of claims by Borrowers against repayment in full of such Underlying Issuer. Each Borrower hereby agrees loan, at the rate of interest applicable to indemnify, save, defend, and hold the past due Revolving Credit Lenders harmless Loans bearing interest at a rate based on the Base Rate during such period. If any payment made by or on behalf of the Borrower and received by an Issuer with respect to any loss, cost, expense (including reasonable attorneys feesLetter of Credit is rescinded or must otherwise be returned by such Issuer for any reason and if such Issuer has made payment to the Agent on account thereof pursuant to Section 2.16(j), or liability incurred each Lender shall, upon notice by the Revolving Credit Lenders under any L/C Undertaking as a result such Issuer, forthwith pay over to such Issuer an amount equal to such Lender's pro rata share of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall amount which must be obligated hereunder so returned by such Issuer based on the respective amounts paid in respect thereof to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit LenderLenders pursuant to Section 2.16(j). (ivn) Each The Borrower hereby authorizes and directs any Underlying Issuer agrees to deliver pay the following amounts with respect to the Issuing Lender all instrumentsLetters of Credit issued: (i) to each Issuer, documents, and other writings and property received by such Underlying Issuer pursuant with respect to such Underlying each Letter of Credit and issued by such Issuer, a fee equal to accept and rely upon 1/4 of 1% per annum of the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit Undrawn Amount thereof, payable monthly in arrears on the first of each month and on the termination of such Letter of Credit, and calculated on the basis of a 360-day year and the related application.actual number of days elapsed; (vii) Any and all charges, commissions, fees, and costs incurred by to the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower thatLenders, as an amount equal to the product of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum Letter of Credit Undrawn Amount thereof times the face amount Applicable Eurodollar Rate Margin, payable monthly in arrears on the first of each Underlying month and on the termination of such Letter of Credit, that such issuance charge may be changed from time to time, and that calculated on the Underlying Issuer also imposes basis of a schedule 360-day year and the actual number of charges for amendments, extensions, drawings, and renewals.days elapsed; and (viiii) If by reason to each Issuer, with respect to the issuance, amendment or transfer of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any each Letter of Credit issued hereunderand each drawing made thereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; documentary and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable processing charges in respect thereof by the Revolving Credit Lenders, then, and in any accordance with such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders Issuer's standard schedule for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment charges in full thereof effect at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent time of any amount due pursuant to this Sectionissuance, amendment, transfer or drawing, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretocase may be.

Letter of Credit Facility. (ia) Subject to During the Revolving Credit Commitment Period, the Bank agrees, upon the terms and conditions of set forth in this Agreement, the Issuing Lender agrees to issue letters at the request of credit the Debtors and for the account of Borrowers (eachthe Debtors, an “L/C”) one or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters more Standby Letters of credit issued by an Underlying Issuer (as Credit and/or Sight Letters of Credit which in the aggregate of the Closing Date, face amount thereof at any one time outstanding shall not exceed the prospective Underlying Issuer will be Wxxxx Fargolesser of (a) for the account Borrowing Base less the principal balance of Borrowers. To request all Revolving Credit Loans or (b) TWO MILLION AND 00/100 DOLLARS ($2,000,000.00) (the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying "Letter of Credit Facility"), provided that is to the Bank shall not be the subject of an L/C Undertaking. The Issuing Lender shall have no under any obligation to issue a issue, and shall not issue, any Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such noticeany order, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent judgment or decree of any payment government authority or other regulatory body or arbitrator shall purport by its terms to enjoin or restrain the Bank from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of issuing any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit law or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, governmental rule, regulation, policy, guideline or regulation directive (whether or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether not having the force of law) from any governmental authority or other regulatory body with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from the issuance of Letters of Credit generally or any Governmental Authority such Letter of Credit in particular or monetary authority includingshall impose upon the Bank with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which the Bank is not otherwise compensated) or any unreimbursed loss, Regulation D cost or expense which was not applicable, in effect or known to the Bank as of the Federal Reserve Board as from date of this Agreement and which the Bank in good xxxxx xxxxx material to it; or (ii) one or more of the conditions to such issuance contained in Section 4.1 is not then satisfied. (b) In no event shall (i) the aggregate face amount of Letter of Credit Obligations with respect to Letters of Credit at any time to time in effect (and any successor thereto): exceed the lesser of (A) the Borrowing Base less the principal balance of all Revolving Credit Loans or (B) $2,000,000; (ii) the expiration date of any reserve, depositLetter of Credit, or similar requirement is the date for payment of any draft presented thereunder and accepted by the Bank, be more than twelve months after the date of issuance thereof or shall be imposed after the Revolving Credit Maturity Date; or modified in respect (iii) the Bank issue any Letter of Credit for the purpose of supporting the issuance of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders by any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoPerson.

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, Bank agrees promptly to issue one or more Letters of Credit at the request of Agent for the account of Borrowers from time to time until 30 days prior to the Maturity Date; provided, however, that Bank shall not issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator of which Bank is aware shall purport by its terms to enjoin or restrain Bank from issuing such Letter of Credit or any Governmental Rule applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Bank shall prohibit, or request that Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which Bank is not otherwise compensated) not in effect on the date hereof or result in any loss, cost or expense which (A) was not applicable, in effect or known to Bank on the Closing Date and which Bank in Good Xxxxx xxxxx material to it, and (B) the reimbursement of which is not provided for hereunder; (ii) any of the applicable conditions contained in Article VII is not then satisfied; (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations exceed $2,000,000; (iv) the amount of the Letter of Credit requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. (b) In no event shall the expiry date of any Letter of Credit be more than (A) one year, in the case of a Letter of Credit that is a standby letter of credit, or (B) 180 days, in the case of a Letter of Credit that is a commercial (documentary) letter of credit, after the date of issuance thereof, but in no event shall the expiry date of any Letter of Credit, whether by virtue of automatic renewal or otherwise, fall after 10 days prior to the Maturity Date. (c) Prior to the issuance of each Letter of Credit, Borrowers shall have delivered to Bank, if requested by Bank, a Letter of Credit Agreement, signed by Borrowers, and such other documents or items as Bank may require pursuant to the terms thereof. (d) Subject to the terms and conditions of this AgreementSection 3.2 and provided that the applicable conditions set forth in Article VII have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeBank shall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of Borrower in accordance with the following would result after giving effect applicable letter of credit request and Bank's usual and customary business practices and in a final form reasonably satisfactory to the requested Letter of Credit:Borrower. (Ae) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds Bank makes any payment under a any Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically payment shall be deemed to be an Advance hereunder and, thereafter, and shall bear interest at the rate then applicable constitute a Revolving Loan made by Bank to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear3.1(a). (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (i) SECTION 3.1 L/C Commitment. Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters Letters of credit Credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the US Borrower on any Business Day from the Closing Date, Date through but not including the prospective Underlying Issuer will Maturity Date in such form as may be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved from time to time by the Issuing Lender) to ; provided, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to such issuance, based upon the requested Letter Dollar Amount of Credit: (A) all outstanding Loans and L/C Obligations, the Letter aggregate amount of Credit Usage all outstanding L/C Obligations would exceed the amount by which the lesser of (vi) the L/C Commitment or (ii) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of Commitment less the Compressed Sale Value of Eligible Stations, exceeds the aggregate principal amount of all outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter other than the Existing Letters of Credit) shall (i) be denominated in form and substance Dollars in a minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender Lender, (ii) be a standby letter of credit issued to support obligations of the US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the exercise ordinary course of business, (iii) expire on a date no later than the earlier of (A) five (5) Business Days prior to the Maturity Date and (B) one year after its discretion)date of issuance, including and (iv) be subject to the requirement that Uniform Customs and/or ISP98, as set forth in the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender Credit Application or as determined by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender orand, to the extent that Revolving not inconsistent therewith, the laws of the State of North Carolina. As of the Closing Date, each of the Existing Letters of Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lendershall constitute, then to such Revolving Credit Lenders for all purposes of this Agreement and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i)other Loan Documents, each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to a issue any Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of hereunder if such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a)issuance would conflict with, or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of cause the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender Participant to or for such Borrower’s accountexceed any limits imposed by, even though this interpretation may be different from such Borrower’s own, any Applicable Law. References herein to “issue” and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless derivations thereof with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account also include extensions or modifications of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter any existing Letters of Credit, that such issuance charge may be changed from time to time, and that unless the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewalscontext otherwise requires. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (ia) Subject to Upon the terms and conditions of and ------------------------- relying on the representations and warranties contained in this Agreement, the Issuing Lender Agent, as issuing bank for the Lenders, agrees from the date of this Agreement until the date which is thirty days prior to the Commitment Termination Date, to issue letters of credit following the receipt, not less than three Business Days prior to the requested date for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as issuance of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account relevant Letter of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeCredit, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements Lenders in their respective Percentage Shares Letters of Credit for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance account of the requested date Borrower and/or the benefit of issuance, amendment, renewal, or extension) a notice requesting any Subsidiary of the issuance Borrower and to renew and extend such Letters of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to Credit. Letters of Credit shall be amendedissued, renewed, or extendedextended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of the Borrower and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as the Borrower may request; provided, however, that (i) no Letter of Credit shall have an expiration date which is more than 365 days after the issuance thereof or subsequent to Final Maturity, (ii) each automatically renewable Letter of issuance, amendment, renewal, or extension, Credit shall provide that it may be terminated by the Agent at its then current expiry date on which such L/C or L/C Undertaking is by not less than 30 days' written notice by the Agent to expire, the amount beneficiary of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as (iii) the Agent shall not be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation obligated to issue a any Letter of Credit if any of (A) the following face amount thereof would result exceed the then existing Available Commitment, or (B) after giving effect to the requested Letter of Credit: issuance thereof, (Ax) the Letter of Credit Usage L/C Exposure, when added to the Loan Balance then outstanding, would exceed the amount by which the lesser of Commitment Amount, or (vy) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage L/C Exposure would exceed $500,000. Borrowers , other than with respect to required Commodity Hedge Agreements and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters Rate Management Transactions. (b) Prior to any payment in respect of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a any Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing each Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at a participant through the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment with respect to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a relevant Letter of Credit (or an amendment to a Letter of Credit increasing in the amount thereof) and without any further action on the part obligation of the Issuing Lender or Agent, as the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each issuer of such Letter of Credit, in an amount equal to its Pro Rata the Percentage Share of such Lender of the Risk Participation Liability maximum amount which is or at any time may become available to be drawn thereunder. Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), such Lender shall be treated as having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Agent in the obligation of the Borrower to reimburse the Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by the Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. (c) Each Lender shall be unconditionally and irrevocably liable, without regard to the occurrence of any Default or Event of Default, to the extent of the Percentage Share of such Lender at the time of issuance of each Letter of Credit, to reimburse, on demand, the Agent, as the issuer of such Revolving Credit Lender agrees to pay to Collateral AgentLetter of Credit, for the account amount of the Issuing Lender, such Revolving each Letter of Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender payment under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iiid) Each Borrower hereby agrees to indemnifyEACH LENDER AGREES TO SEVERALLY INDEMNIFY THE AGENT, saveAS THE ISSUER OF EACH LETTER OF CREDIT, defendAND THE OFFICERS, and hold the Revolving Credit Lenders harmless from any lossDIRECTORS, costEMPLOYEES, expenseAGENTS, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (including reasonable attorneys feesTO THE EXTENT NOT REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying IssuerRATABLY ACCORDING TO THE PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, ANY TIME FOLLOWING THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED, INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES; providedPROVIDED THAT NO LENDER (OTHER THAN THE AGENT AS THE ISSUER OF A LETTER OF CREDIT) SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, howeverOBLIGATIONS, that no Borrower shall be obligated hereunder to indemnify for any lossLOSSES, costDAMAGES, expensePENALTIES, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit LenderACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE WHETHER SOLE OR CONCURRENT OR WILLFUL MISCONDUCT OF THE AGENT AS THE ISSUER OF A LETTER OF CREDIT. THE AGREEMENTS IN THIS SECTION 2.2(D) SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the L/C Lenders set forth in this AgreementSection 2.01, (1) from time to time on any Business Day during the Issuing Lender agrees period from the Effective Date until the Letter of Credit Expiration Date, to issue letters Letters of credit Credit denominated in Dollars for the account of Borrowers the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.01(b), and (each, an “L/C”2) or to purchase participations or execute indemnities, guarantees or reimbursement obligations honor drawings under the Letters of Credit; and (each such undertaking, an “B) the L/C Undertaking”) with respect Lenders severally agree to letters participate in Letters of credit Credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C or an Credit Extension with respect to any Letter of Credit, (x) no L/C Undertaking (or Lender’s Applicable Percentage of the amendment, renewal, or extension Outstanding Amount of an outstanding all L/C or L/C Undertaking), Obligations shall exceed such Lender’s Letter of Credit Commitment and (y) the Borrower Representative, on behalf Outstanding Amount of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C Obligations shall not exceed the Letter of Credit Facility. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Undertaking Credit Extension so requested complies with the conditions set forth in the proviso to be amendedthe preceding sentence. Within the foregoing limits, renewed, or extendedand subject to the terms and conditions hereof, the date Company’s ability to obtain Letters of issuanceCredit shall be fully revolving, amendmentand accordingly the Company may, renewalduring the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or extensionthat have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the date on which Effective Date shall be subject to and governed by the terms and conditions hereof. Each L/C Lender severally agrees to make L/C Advances from time to time during the Availability Period up to an outstanding principal amount equal to its Letter of Credit Commitment; provided that after giving effect to such L/C or Advances, no L/C Undertaking is to expire, Lender’s Applicable Percentage of the amount Outstanding Amount of such all L/C or Obligations shall exceed such Lender’s Letter of Credit Commitment. (ii) The L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as Issuer shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to not issue any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Creditif: (A) subject to Section 2.01(b)(iii), the expiry date of such requested Letter of Credit Usage would exceed occur more than twelve months after the amount by which date of issuance or last extension, unless the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, Required L/C Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit Usage would exceed $500,000. Borrowers and occur after the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion)Expiration Date, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, unless all the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an Lenders have approved such expiry date. (iii) The L/C Disbursement is deemed to Issuer shall not be an Advance hereunder, Borrowers’ under any obligation to reimburse such issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment Issuer from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of issuing such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees Law applicable to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. request or directive (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, whether or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether not having the force of law) of from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or monetary authority includingrequest that the L/C Issuer refrain from, Regulation D the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of the Federal Reserve Board as from time L/C Issuer applicable to time in effect (and any successor thereto):letters of credit generally; (AC) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any reserveLender is at that time a Defaulting Lender, depositunless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or similar requirement such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit is to be used as support for any rent or lease payment of any Person. (iv) The L/C Issuer shall be imposed or modified in respect of not amend any Letter of Credit issued hereunder, or (B) there shall if the L/C Issuer would not be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying permitted at such time to issue such Letter of Credit or in its amended form under the terms hereof. (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit issued pursuant hereto; and if (A) the result of the foregoing is L/C Issuer would have no obligation at such time to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to reduce such Letter of Credit. (vi) The L/C Issuer shall act on behalf of the amount receivable in L/C Lenders with respect thereof to any Letters of Credit issued by it and the Revolving Credit Lenders, thendocuments associated therewith, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers L/C Issuer shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on have all of the parties heretobenefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Facility. (ia) Subject to On the terms and subject to the conditions of contained in this Agreement, the Issuing Lender each Issuer agrees to issue letters one or more Letters of credit Credit at the request of the Borrower for the account of Borrowers the Borrower from time to time during the period commencing on the date hereof and ending on April __, 2003 (eachor, an “L/C”if earlier, on the Termination Date); PROVIDED, HOWEVER, no Issuer shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to purchase participations enjoin or execute indemnitiesrestrain such Issuer from issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, guarantees or reimbursement obligations (each request that such undertakingIssuer refrain from, an “L/C Undertaking”) the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to letters such Letter of credit issued by an Underlying Credit any restriction or reserve or capital requirement (for which such Issuer (is not otherwise compensated) not in effect on the date hereof or result in any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuer as of the Closing Datedate hereof and which such Issuer in good faitx xxxxx xxxerial to it; (ii) such Issuer shall have received written notice from the Agent, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (any Lender or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeBorrower, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) prior to the Issuing Lender and Collateral Agent (reasonably in advance of Business Day prior to the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, that one or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any more of the following would result applicable conditions contained in Article III is not then satisfied; (iii) after giving effect to the requested issuance of such Letter of Credit: (A) , the Letter of Credit Usage would Obligations exceed the amount by which the lesser of $40,000,000; (viv) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. Borrowers Only an Issuer shall have an obligation hereunder to issue any Letter of Credit. (b) Notwithstanding anything to the contrary contained in this Agreement, any and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support all letters of credit that already are issued and outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made Effective Date pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent Old Credit Agreement shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) automatically and without any further action on the part of any party, be deemed to be Letters of Credit issued by the Issuing Lender or Issuer pursuant to this Section 2.16 and covered by the Revolving terms hereof and any reimbursement agreement pertaining to any such Letter of Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with be a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans Reimbursement Agreement hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.Schedule 2.16

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, each Issuer agrees to issue one or more Letters of Credit at the request of the Borrower for the account of the Borrower from time to time during the period commencing on the date hereof and ending on the Termination Date; PROVIDED, HOWEVER, that no Issuer shall issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in effect on the date hereof or result in any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuer as of the date hereof and which such Issuer in good faith deems material to it; (ii) such Issuer shaxx xxxx xxxeived written notice from any Lender Party or the Borrower, on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article III is not then satisfied; (iii) the amount of the Letter of Credit requested exceeds the Available Credit or, upon the issuance of the requested Letter of Credit, the Letter of Credit Undrawn Amounts would exceed $35,000,000; or (iv) fees due in connection with a requested issuance have not been paid. None of the Lender Parties (other than the Issuers) shall have any obligation to issue any Letters of Credit. (b) In no event shall: (i) the expiration date of any Letter of Credit be more than one year after the date of issuance thereof, nor shall the expiration date of any Letter of Credit fall after the date that is 60 days prior to the Termination Date; except that any such Letter of Credit may also be on the following terms: such Letter of Credit shall have an initial one year term which shall be automatically extended for successive one-year terms (but in no case may such Letter of Credit be extended such that its expiration date falls after the date that is 60 days prior to the Termination Date); PROVIDED, HOWEVER, that such a Letter of Credit shall not be automatically extended if either (A) the beneficiary of such Letter of Credit is sent a notice that an Event of Default shall have occurred and be continuing at any time prior to the date that is 30 days prior to the date of such extension or (B) the Borrower requests in writing no later than 40 days prior to the date of such extension that the term of such Letter of Credit shall not be extended; or (ii) any Issuer issue any Letter of Credit for the purpose of supporting the issuance of any letter of credit by any other Person except with the prior written consent of the Agent. (c) Prior to the issuance of each Letter of Credit, and as a condition of such issuance and of the participation of each Lender (other than the Issuer thereof) in the Letter of Credit Obligations arising with respect thereto, the Borrower shall have delivered to the Issuer thereof a letter of credit reimbursement agreement, in a form satisfactory to the Issuer (as the same as may be amended or otherwise modified, a "LETTER OF CREDIT REIMBURSEMENT AGREEMENT"), signed by the Borrower, and such other documents or items as may be required pursuant to the terms thereof or otherwise reasonably required by the Issuer. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern. (d) In connection with the issuance of each Letter of Credit, the Borrower shall give the Issuer thereof and the Agent at least two Business Days' prior written notice of its requested issuance of a Letter of Credit in substantially the form of Exhibit C (a "LETTER OF CREDIT REQUEST"). Such notice shall be irrevocable and shall specify the stated amount of the Letter of Credit requested, which stated amount shall not be less than $50,000, the date of issuance of such requested Letter of Credit (which day shall be a Business Day), the date on which such Letter of Credit is to expire, and the Person for whose benefit the requested Letter of Credit is to be issued. Such notice, to be effective, must be received by such Issuer and the Agent not later than 11:00 A.M. (New York City time) on or prior to the last Business Day on which notice can be given under the immediately preceding sentence. Prior to the close of business on the Business Day following the Business Day on which the Agent first receives such notice, the Agent shall confirm to the Issuer of the requested Letter of Credit whether the applicable conditions in Article III are satisfied as of such date. (e) Subject to the terms and conditions of this AgreementSection 2.17 and provided that the applicable conditions set forth in Article III have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representativeshall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of the following would result after giving effect to Borrower in accordance with the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans Issuer's usual and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appearcustomary business practices. (iif) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By Immediately upon the issuance by an Issuer of a Letter of Credit (or an amendment to a Letter in accordance with the terms and conditions of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitmentsthis Agreement, the Issuing Lender such Issuer shall be deemed to have granted sold and assigned transferred to each Revolving Credit Lender with a Revolving Credit CommitmentLender, and each Revolving Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Ratable Portion, in such Letter of Credit Lender and the obligations of the Borrower with a respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto and each Lender's Revolving Credit Commitment shall be deemed used to have purchased and assumed, a participation in each the extent of such Lender's Ratable Portion of such Letter of Credit Obligations. (g) In determining whether to pay under any Letter of Credit, in an amount equal no Issuer shall have any obligation relative to its Pro Rata Share the Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the Risk Participation Liability requirements of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), Any action taken or of any reimbursement payment required omitted to be refunded to Borrowers for taken by any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of Issuer under or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, if taken or liability that is caused by omitted in the absence of gross negligence or willful misconduct of misconduct, shall not put such Issuer under any resulting liability to any Lender, or diminish the Issuing Lender Agent's or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated 's obligations hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit LenderIssuer. (ivh) Each Borrower hereby authorizes and directs In the event that any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying makes any payment under any Letter of Credit and the related application. (v) Any and all chargesBorrower shall not have repaid such amount to such Issuer pursuant to Section 2.17(l), commissionssuch Issuer shall promptly notify the Agent, feeswhich shall promptly notify each Lender of such failure, and costs incurred by each Lender shall promptly and unconditionally pay to the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of such Issuer the Issuing amount of such Lender's Ratable Portion of such payment in Dollars and in same day funds (and upon receipt the Agent shall promptly pay the same to the Issuer); it being acknowledged PROVIDED, HOWEVER, if the Swing Bank so elects and agreed by each Borrower thatif a Swing Loan can be made in such amount, as the Agent shall promptly notify the Swing Bank of such failure, and the Swing Bank shall pay to the Agent for the account of such Issuer the amount of such payment in Dollars and in same day funds. This Revolving Credit Loan shall be made, or the Swing Loan may be made, notwithstanding the Borrower's failure to satisfy the conditions set forth in Section 3.3. If the Agent so notifies such Lender prior to 11:00 A.M. (New York City time) on any Business Day, such Lender shall make available to the Agent for the account of such Issuer its Ratable Portion of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of such payment on such Business Day in same day funds. If and to the extent such Lender shall not have so made such Lender's Ratable Portion of the amount of such payment available to the Agent for the account of such Issuer, such Lender agrees to repay to the Agent for the account of such Issuer forthwith on demand such amount together with interest thereon, for each Underlying Letter day from such date until the date such amount is repaid to the Agent for the account of Creditsuch Issuer, that at the Federal Funds Rate. The failure of any Lender to make available to the Agent for the account of such issuance charge may Issuer its Ratable Portion of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Agent for the account of such Issuer its Ratable Portion of any payment on the date such payment is to be changed from time made, but no Lender shall be responsible for the failure of any other Lender to time, and that make available to the Underlying Agent for the account of any Issuer also imposes a schedule such other Lender's Ratable Portion of charges for amendments, extensions, drawings, and renewalsany such payment. (vii) If by reason Whenever any Issuer receives a payment of a Reimbursement Obligation as to which the Agent has received for the account of such Issuer any payment from a Lender pursuant to Section 2.17(h) (xand such amount has been paid to such Issuer), the Issuer shall pay to the Agent such amount so received and the Agent shall promptly pay to each Lender which has paid such Lender's Ratable Portion thereof, in same day funds, an amount equal to such Lender's Ratable Portion thereof. (j) any change in any applicable law, treaty, rule, or regulation or any change in Upon the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) request of any Governmental Authority or monetary authority includingLender, Regulation D of the Federal Reserve Board as from time each Issuer shall furnish to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect such Lender copies of any Letter of Credit issued hereunder, orReimbursement Agreement to which such Issuer is a party and such other documentation as may reasonably be requested by such Lender. (Bk) there The obligations of the Lenders to make payments to the Agent for the account of each Issuer with respect to Letters of Credit shall be imposed on irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the Underlying Issuer terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 2.17(g)), including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Revolving Credit Lenders Collateral Documents; (ii) the existence of any claim, set-off, defense or other condition regarding right which the Borrower may have at any Underlying time against a beneficiary named in a Letter of Credit or Credit, any transferee of any Letter of Credit issued pursuant hereto; (or any Person for whom any such transferee may be acting), the Agent, any Lender Party or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including, without limitation, any underlying transaction between the Borrower and the result beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the foregoing is terms of any of the Collateral Documents; or (v) the occurrence of any Default or Event of Default. (l) The Borrower agrees to increase, directly or indirectly, pay to each Issuer the cost amount of all Reimbursement Obligations owing to the Lenders of issuing, making, guaranteeing, or maintaining such Issuer under any Letter of Credit immediately when due, irrespective of any claim, set-off, defense or to reduce other right which the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, Borrower may have at any time within against such Issuer or any other Person. The Borrower agrees to reimburse each Issuer for all amounts which such Issuer pays under such Letter of Credit no later than the time specified in such Letter of Credit Reimbursement Agreement. If the Borrower does not pay (either from the proceeds of a reasonable period after Borrowing or otherwise) any such Reimbursement Obligation when due, such Reimbursement Obligation shall immediately constitute, without necessity of further act or evidence, a Loan made by the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay relevant Issuer payable on demand or, to the extent the Agent has received any payments from Lenders for the account of such amounts as Collateral Agent may specify Issuer pursuant to be necessary to compensate the Section 2.17(h), Revolving Credit Loans made by such Lenders (which, in the case of each Lender, shall be to the extent of such Lender's Ratable Portion of such Reimbursement Obligation) to the Borrower, in an aggregate principal amount equal to such Reimbursement Obligation remaining unpaid, or, to the extent the Agent has received any payments from the Swing Bank for the account of such additional cost or reduced receiptIssuer pursuant to Section 2.17(h), together with interest on such amount Swing Loans made by the Swing Bank, computed from the date on which such Reimbursement Obligation arose to the date of such demand until payment repayment in full thereof at the rate then of interest applicable to past due Revolving Credit Loans hereunderat a rate based on the Base Rate during such period. If any payment made by or on behalf of the Borrower and received by any Issuer with respect to any Letter of Credit is rescinded or must otherwise be returned by such Issuer for any reason, each Lender shall, upon notice by such Issuer, forthwith pay over to such Issuer an amount equal to such Lender's Ratable Portion of the amount which must be so returned by such Issuer or the Swing Bank may, upon notice to the Issuer, forthwith pay over to such Issuer an amount equal to the amount which must be returned by such Issuer. (m) The determination Borrower agrees to pay the following amounts with respect to Letters of Credit issued for it: (i) to the Agent, for the benefit of each Lender who has purchased or has been deemed to have purchased participations in the Letters of Credit, with respect to each standby Letter of Credit or documentary Letter of Credit, an administrative fee equal to a rate per annum equal at all times to the Applicable Margin for Letter of Credit Fees multiplied by Collateral Agent the average daily maximum amount available from time to time to be drawn under such Letter of any Credit, payable monthly in arrears and on the termination of such Letter of Credit, and, in each case, calculated on the basis of a 360-day year and the actual number of days elapsed; PROVIDED, HOWEVER, that, during the continuance of an Event of Default, such administrative fee shall increase by 2% per annum and shall be payable on demand; (ii) to each Issuer, with respect to each standby Letter of Credit or documentary Letter of Credit issued by such Issuer, 0.375% per annum of the average daily maximum amount due pursuant available from time to this Sectiontime to be drawn under such Letter of Credit, payable monthly in arrears and on the termination of such Letter of Credit, and, in each case calculated on the basis of a 360-day year and the actual number of days elapsed; and (iii) to each Issuer, with respect to the issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, issuance, documentary, processing and other charges in accordance with such Issuer's standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretocase may be.

Letter of Credit Facility. (i) SECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions (including without limitation SECTION 4.4) of this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in SECTION 3.4(a), agrees to issue standby letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo"LETTERS OF CREDIT") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or Borrower on any Business Day from the amendmentClosing Date to, renewal, or extension of an outstanding L/C or L/C Undertaking)but not including, the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been Termination Date in such form as may be approved from time to time by the Issuing Lender) to ; PROVIDED, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to the requested Letter of Credit: such issuance, (Aa) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of L/C Commitment or (vb) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the aggregate principal amount of outstanding Revolving Credit Loans and Loans, PLUS the aggregate principal amount of outstanding Term Swingline Loans, or (B) PLUS the Letter aggregate amount of Credit Usage L/C Obligations would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge Commitment LESS the Liquidity Reserve Amount and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing DateBlocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date not later than the Termination Date and corresponding Underlying Letter of Credit) shall be in form and substance acceptable that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP 98, as set forth in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender Application or as determined by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender orand, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse not inconsistent therewith, the Issuing Lender, then to such Revolving Credit Lenders and laws of the State of New York. The Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant shall not at any time be obligated to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of issue any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of hereunder if such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a)issuance would conflict with, or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of cause the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender Participant to or for such Borrower’s accountexceed any limits imposed by, even though this interpretation may be different from such Borrower’s own, any Applicable Law. References herein to "issue" and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless derivations thereof with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account also include extensions or modifications of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter any existing Letters of Credit, that such issuance charge may be changed from time to time, and that unless the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewalscontext otherwise requires. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (ia) Subject to During the Revolving Credit Commitment Period, the Bank agrees, upon the terms and conditions of set forth in this Agreement, the Issuing Lender agrees to issue letters at the request of credit the Debtors and for the account of Borrowers (eachthe Debtors, an “L/C”) one or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters more Standby Letters of credit issued by an Underlying Issuer (as Credit and/or Sight Letters of Credit which in the aggregate of the Closing Date, face amount thereof at any one time outstanding shall not exceed the prospective Underlying Issuer will be Wxxxx Fargolesser of (a) for the account Borrowing Base less the principal balance of Borrowers. To request all Revolving Credit Loans or (b) FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) (the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying "Letter of Credit Facility"), provided that is to the Bank shall not be the subject of an L/C Undertaking. The Issuing Lender shall have no under any obligation to issue a issue, and shall not issue, any Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such noticeany order, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent judgment or decree of any payment government authority or other regulatory body or arbitrator shall purport by its terms to enjoin or restrain the Bank from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of issuing any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit law or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, governmental rule, regulation, policy, guideline or regulation directive (whether or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether not having the force of law) from any governmental authority or other regulatory body with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from the issuance of Letters of Credit generally or any Governmental Authority such Letter of Credit in particular or monetary authority includingshall impose upon the Bank with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which the Bank is not otherwise compensated) or any unreimbursed loss, Regulation D cost or expense which was not applicable, in effect or known to the Bank as of the Federal Reserve Board as from date of this Agreement and which the Bank in good xxxxx xxxxx material to it; or (ii) one or more of the conditions to such issuance contained in Section 4.1 is not then satisfied. (b) In no event shall (i) the aggregate face amount of Letter of Credit Obligations with respect to Letters of Credit at any time to time in effect (and any successor thereto): exceed the lesser of (A) the Borrowing Base less the principal balance of all Revolving Credit Loans or (B) $4,000,000; (ii) the expiration date of any reserve, depositLetter of Credit, or similar requirement is the date for payment of any draft presented thereunder and accepted by the Bank, be more than twelve months after the date of issuance thereof or shall be imposed after the Revolving Credit Maturity Date; or modified in respect (iii) the Bank issue any Letter of Credit for the purpose of supporting the issuance of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders by any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoPerson.

Letter of Credit Facility. (i) Section 3.1 L/C Commitment. 3.1.1 Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of this Agreementthe Revolving A Lenders set forth in Section 3.4.1, the Issuing Lender agrees to issue letters of credit for the account (“Revolving A Letters of Borrowers (each, an “L/CCredit”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance Parent Borrower or any Restricted Subsidiary (it being understood that the Parent Borrower shall be a co-applicant for any Revolving A Letter of an Credit issued for the account of any Restricted Subsidiary that is not a Credit Party) on any Business Day from the Closing Date to but not including the L/C Termination Date in such form as may be requested by the Parent Borrower (on its own behalf or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit any Restricted Subsidiary) and approved from time to time by electronic communication, if arrangements for doing so have been approved by the such Issuing Lender) to the ; provided, that no Issuing Lender and Collateral Agent (reasonably in advance shall issue, amend, extend or renew any Revolving A Letter of the requested date of Credit if, after giving effect to such issuance, amendment, extension or renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Aggregate Revolving A Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage Exposure would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding A Commitment. Each Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the A Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued denominated in Dollars, Euros, Sterling or in any Revolving A Optional Currency. 3.1.2 Subject to support the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving B Lenders set forth in Section 3.4.2, agrees to issue letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter “Revolving B Letters of Credit”) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Parent Borrower or any Restricted Subsidiary (it being understood that the Parent Borrower shall be a co-applicant for any Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such B Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, issued for the account of a Restricted Subsidiary that is not a Credit Party) on any Business Day from the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each Closing Date to but not including the L/C Disbursement made Termination Date in such form as may be requested by the Parent Borrower (on its own behalf or on behalf of any Restricted Subsidiary) and approved from time to time by such Issuing Lender; provided, that no Issuing Lender shall issue, amend, extend or renew any Revolving B Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, the Aggregate Revolving B Credit Exposure would exceed the Aggregate Revolving B Commitment. Each Revolving B Letter of Credit shall be denominated in Dollars, Euros, Sterling or in any Revolving B Optional Currency. 3.1.3 Each Letter of Credit shall (a) be a letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, (b) expire on a date not later than one year after the date of issuance thereof and not later than the date which is five (5) Business Days prior to the Specified Maturity Date, and (c) unless otherwise expressly agreed by the Issuing Lender and the Parent Borrower, be subject to (A) if such Letter of Credit is a commercial Letter of Credit, the Uniform Customs and (B) if such Letter of Credit is a standby Letter of Credit, the ISP, and in each case, to the extent not reimbursed by Borrowers on inconsistent therewith, the date due laws of the State in which the corporate headquarters of the relevant Issuing Lender is located or such other jurisdiction as provided in clause is acceptable to the relevant Issuing Lender. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) of this Section 2.01(a)such issuance violates any order, judgment or decree of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees Governmental Authority that by its obligation to deliver to Collateral Agent, for terms enjoins or restrains the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect issuance of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the or any Applicable Law applicable to such Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at , the Federal Funds Rate until paid in full, Administrative Agent or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit request or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to directive (whether or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of from any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, depositwith jurisdiction over it shall prohibit, or similar requirement is request that it refrain from, the issuance of letters of credit generally or shall be imposed or modified in respect of any such Letter of Credit issued hereunderin particular, or (Bii) there shall be imposed on the Underlying Issuer such issuance imposes upon it or the Revolving Credit Lenders any other condition regarding any Underlying Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Lender or any Lender is not otherwise compensated), or any unreimbursed loss, cost or expense which was not applicable or in effect as of the Closing Date or (iii) any Lender of the applicable Class is at that time a Defaulting Lender and, after giving effect to any reallocation of the Participation Interest of such Defaulting Lender pursuant to Section 4.11.1(d), the Issuing Lender has any actual or potential Fronting Exposure with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, unless the applicable Issuing Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to reduce such Issuing Lender (in its sole discretion) with the Parent Borrower or such Defaulting Lender to eliminate such Fronting Exposure. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include any amendment, extension, renewal or increase in the stated amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Sectionexisting Letters of Credit, as set forth in a certificate setting forth unless the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretocontext otherwise requires.

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, each Issuer agrees to issue one or more Letters of Credit at the request of any Borrower for the account of the Borrowers from time to time during the period commencing on the date hereof and ending on the Termination Date; provided, however, that no Issuer shall issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in effect on the 38 date hereof or result in any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuer as of the date hereof and which such Issuer in good xxxxx xxxxx material to it; (ii) such Issuer shall have received written notice from the Majority Revolving Credit Lenders or any Borrower, on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article III is not then satisfied; (iii) the amount of the Letter of Credit requested exceeds the Excess Availability or, upon the issuance of the requested Letter of Credit, the Letter of Credit Undrawn Amounts would exceed $25,000,000; or (iv) fees due in connection with a requested issuance have not been paid. None of the Revolving Credit Lenders (other than the Issuers) shall have any obligation to issue any Letters of Credit. (b) In no event shall: (i) the expiration date of any Letter of Credit be more than one year after the date of issuance thereof, nor shall the expiration date of any Letter of Credit fall after the date that is 60 days prior to the second anniversary of the date of this Agreement; except that any such Letter of Credit may also be on the following terms: such Letter of Credit shall have an initial one year term which shall be automatically extended for successive one-year terms (but in no case may such Letter of Credit be extended such that its expiration date falls after the date that is 60 days prior to the Termination Date unless at the time of issuance of such Letter of Credit the Borrowers shall have delivered to the Agent for deposit into the L/C Cash Collateral Account an amount equal to 105% of the stated amount of such Letter of Credit); provided, however, that such a Letter of Credit shall not be automatically extended if either (A) the beneficiary of such Letter of Credit is sent a notice that an Event of Default shall have occurred and be continuing at any time prior to the date that is 30 days prior to the date of such extension or (B) any Borrower requests in writing no later than 40 days prior to the date of such extension that the term of such Letter of Credit shall not be extended; or (ii) any Issuer issue any Letter of Credit for the purpose of supporting the issuance of any letter of credit by any other Person except with the prior written consent of the Agent. (c) Prior to the issuance of each Letter of Credit, and as a condition of such issuance and of the participation of each Lender (other than the Issuer thereof) in the Letter of Credit Obligations arising with respect thereto, the Borrowers shall have delivered to the Issuer thereof a letter of credit reimbursement agreement, in a form satisfactory to the Issuer (as the same as may be amended or otherwise modified, a "Letter of Credit Reimbursement Agreement"), signed by the Borrowers, and such other documents or items as may be required pursuant to the terms thereof or otherwise reasonably required by the Issuer. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern. (d) In connection with the issuance of each Letter of Credit, the Borrowers shall give the Issuer thereof and the Agent at least two Business Days' prior written notice of its requested issuance of a Letter of Credit in substantially the form of Exhibit C (a "Letter of Credit Request"). Such notice shall be irrevocable and shall specify the stated amount of the Letter of Credit requested, which stated amount shall not be less than $50,000, the date of issuance of such requested Letter of Credit (which day shall be a Business Day), the date on which such Letter of Credit is to expire, and the Person for whose benefit the requested Letter of Credit is to be issued. Such notice, to be effective, must be received by such Issuer and the Agent not later than 11:00 A.M. (New York City time) on or prior to the last Business Day on which notice can be given under the immediately preceding sentence. Prior to the close of business on the Business Day following the Business Day on which the Agent first receives such notice, the Agent shall confirm to the Issuer of the requested Letter of Credit whether the applicable conditions in Article III are satisfied as of such date. (e) Subject to the terms and conditions of this AgreementSection 2.17 and provided that the applicable conditions set forth in Article III have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representativeshall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of the following would result after giving effect to Borrowers in accordance with the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans Issuer's usual and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appearcustomary business practices. (iif) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By Immediately upon the issuance by an Issuer of a Letter of Credit (or an amendment to a Letter in accordance with the terms and conditions of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitmentsthis Agreement, the Issuing Lender such Issuer shall be deemed to have granted sold and assigned transferred to each Revolving Credit Lender with a Revolving Credit CommitmentLender, and each Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Revolving Credit Lender's Ratable Portion, in such Letter of Credit and the obligations of the Borrowers with a respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto and each Lender's Revolving Credit Commitment shall be deemed used to have purchased and assumed, a participation in each the extent of such Lender's Ratable Portion of such Letter of Credit Obligations. (g) In determining whether to pay under any Letter of Credit, in an amount equal no Issuer shall have any obligation relative to its Pro Rata Share the Revolving Credit Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the Risk Participation Liability requirements of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), Any action taken or of any reimbursement payment required omitted to be refunded to Borrowers for taken by any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuer under any resulting liability to any Revolving Credit Lender, or diminish the Agent's or any Revolving Credit Lender's obligations hereunder to the Issuer. (h) In the event that any Issuer makes any payment under any Letter of Credit and the Borrowers shall not have repaid such amount to such Issuer pursuant to Section 2.17(l), such Issuer shall promptly notify the Agent, which shall promptly notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly and unconditionally pay to the Agent for the account of such Issuer the amount of such Lender's Ratable Portion of such payment in Dollars and in same day funds (and upon receipt the Agent shall promptly pay the same to the Issuer); provided, however, that no Borrower if the Swing Bank so elects and if a Swing Loan can be made in such amount, the Agent shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by promptly notify the gross negligence or willful misconduct Swing Bank of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s ownfailure, and each Borrower understands and agrees that the Revolving Credit Lenders Swing Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver pay to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of such Issuer the Issuing Lender; it being acknowledged amount of such payment in Dollars and agreed by in same day funds. This Revolving Credit Loan shall be made, or the Swing Loan may be made, notwithstanding the Borrowers' failure to satisfy the conditions set forth in Section 3.3. If the Agent so notifies each Borrower thatRevolving Credit Lender prior to 11:00 A.M. (New York City time) on any Business Day, as each Revolving Credit Lender shall make available to the Agent for the account of such Issuer its Ratable Portion of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of such payment on such Business Day in same day funds. If and to the extent such Revolving Credit Lender shall not have so made such Lender's Ratable Portion of the amount of such payment available to the Agent for the account of such Issuer, such Lender agrees to repay to the Agent for the account of such Issuer forthwith on demand such amount together with interest thereon, for each Underlying Letter day from such date until the date such amount is repaid to the Agent for the account of Creditsuch Issuer, that at the Federal Funds Rate. The failure of any Revolving Credit Lender to make available to the Agent for the account of such issuance charge may Issuer its Ratable Portion of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Agent for the account of such Issuer its Ratable Portion of any payment on the date such payment is to be changed from time made, but no Lender shall be responsible for the failure of any other Lender to time, and that make available to the Underlying Agent for the account of any Issuer also imposes a schedule such other Lender's Ratable Portion of charges for amendments, extensions, drawings, and renewalsany such payment. (vii) If by reason Whenever any Issuer receives a payment of (x) a Reimbursement Obligation as to which the Agent has received for the account of such Issuer any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the payment from a Revolving Credit Lenders with any directionLender pursuant to Section 2.17(h) (and such amount has been paid to such Issuer), requestthe Issuer shall pay to the Agent such amount so received and the Agent shall promptly pay to each Revolving Credit Lender which has paid such Lender's Ratable Portion thereof, or requirement in same day funds, an amount equal to such Lender's Ratable Portion thereof. (irrespective of whether having j) Upon the force of law) request of any Governmental Authority or monetary authority includingRevolving Credit Lender, Regulation D of the Federal Reserve Board as from time each Issuer shall furnish to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect such Lender copies of any Letter of Credit issued hereunder, orReimbursement Agreement to which such Issuer is a party and such other documentation as may reasonably be requested by such Lender. (Bk) there shall be imposed on the Underlying Issuer or The obligations of the Revolving Credit Lenders to make payments to the Agent for the account of each Issuer and the obligation of the Borrowers to repay Revolving Credit Loans made to the Borrowers with respect to Letters of Credit shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 2.17(g)), including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement, any of the Collateral Documents, the Interim Order or the Final Order; (ii) the existence of any claim, set-off, defense or other condition regarding right which any Underlying Borrower may have at any time against a beneficiary named in a Letter of Credit or Credit, any transferee of any Letter of Credit issued pursuant hereto; (or any Person for whom any such transferee may be acting), the Agent, any Lender Party or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including, without limitation, any underlying transaction between a Borrower and the result beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the foregoing is terms of any of the Collateral Documents; or (v) the occurrence of any Default. (l) The Borrowers agree to increase, directly or indirectly, pay to each Issuer the cost amount of all Reimbursement Obligations owing to the Lenders of issuing, making, guaranteeing, or maintaining such Issuer under any Letter of Credit immediately when due, irrespective of any claim, set-off, defense or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in other right which any such case, Collateral Agent may, Borrower may have at any time within against such Issuer or any other Person. The Borrowers agree to reimburse each Issuer for all amounts which such Issuer pays under such Letter of Credit no later than the time specified in such Letter of Credit Reimbursement Agreement. If the Borrowers do not pay (either from the proceeds of a reasonable period after Borrowing or otherwise) any such Reimbursement Obligation when due, such Reimbursement Obligation shall immediately constitute, without necessity of further act or evidence, a Loan made by the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay relevant Issuer payable on demand such amounts as Collateral or, to the extent the Agent may specify to be necessary to compensate the has received any payments from Revolving Credit Lenders for the account of such additional cost or reduced receiptIssuer pursuant to Section 2.17(h), together with interest on Revolving Credit Loans made by such Lenders (which, in the case of each Lender, shall be to the extent of such Lender's Ratable Portion of such Reimbursement Obligation) to the Borrowers, in an aggregate principal amount equal to such Reimbursement Obligation remaining unpaid, or, to the extent the Agent has received any payments from the Swing Bank for the account of such Issuer pursuant to Section 2.17(h), Swing Loans made by the Swing Bank, computed from the date on which such Reimbursement Obligation arose to the date of such demand until payment repayment in full thereof at the rate then of interest applicable to past due Revolving Credit Loans hereunderat a rate based on the Base Rate during such period. If any payment made by or on behalf of the Borrowers and received by any Issuer with respect to any Letter of Credit is rescinded or must otherwise be returned by such Issuer for any reason, each Lender shall, upon notice by such Issuer, forthwith pay over to such Issuer an amount equal to such Lender's Ratable Portion of the amount which must be so returned by such Issuer or the Swing Bank may, upon notice to the Issuer, forthwith pay over to such Issuer an amount equal to the amount which must be returned by such Issuer. (m) The determination Borrowers agree to pay the following amounts with respect to Letters of Credit issued for it: (i) to the Agent, for the benefit of each Revolving Credit Lender who has purchased or has been deemed to have purchased participations in the Letters of Credit, with respect to each standby Letter of Credit or documentary Letter of Credit, an administrative fee equal to a rate per annum equal at all times to the Applicable Margin for Letter of Credit Fees multiplied by Collateral Agent the average daily maximum amount available from time to time to be drawn under such Letter of any Credit, payable monthly in arrears and on the termination of such Letter of Credit, and, in each case, calculated on the basis of a 360-day year and the actual number of days elapsed; provided, however, that, during the continuance of an Event of Default, such administrative fee shall increase by 2% per annum and shall be payable on demand; (ii) to each Issuer, with respect to each standby Letter of Credit or documentary Letter of Credit issued by such Issuer, 0.375% per annum of the average daily maximum amount due pursuant available from time to this Sectiontime to be drawn under such Letter of Credit, payable monthly in arrears and on the termination of such Letter of Credit, and, in each case calculated on the basis of a 360-day year and the actual number of days elapsed; and (iii) to each Issuer, with respect to the issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, issuance, documentary, processing and other charges in accordance with such Issuer's standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretocase may be.

Letter of Credit Facility. (a) The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Legacy Lenders set forth in this AgreementSection 2.03, (x) from time to time on any Business Day during the Issuing Lender agrees period from the Original Closing Date until the Maturity Date, to issue letters Letters of credit Credit in Dollars for the account of the Borrowers (eachprovided that any Letter of Credit may be for the benefit of any Borrower or any Subsidiary of the Borrowers) and to amend or renew Letters of Credit previously issued by it, an “L/C”in accordance with Section 2.03(b), and (y) or to purchase participations or execute indemnities, guarantees or reimbursement obligations honor drafts under the Letters of Credit and (each such undertaking, an “2) the Legacy Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Undertaking”) Issuer shall be obligated to make any L/C Credit Extension with respect to letters any Letter of credit issued by an Underlying Issuer (as Credit, and no Legacy Lender shall be obligated to participate in any Letter of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an Credit if after giving effect to such L/C or an L/C Undertaking Credit Extension, (or w) the amendmentLegacy Revolving Credit Exposure of any Legacy Lender would exceed such Legacy Lender’s Legacy Commitment, renewal(x) the Total Legacy Outstandings would exceed the Legacy Line Cap at such time, or extension (y) the Outstanding Amount of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C Obligations would exceed the Letter of Credit Sublimit or L/C Undertaking to be amended, renewed, or extended, (z) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount Outstanding Amount of such L/C or Issuer’s L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend Obligations would exceed such L/C or Issuer’s L/C Undertaking. If requested by the Issuing LenderIssuer Sublimit; provided further, the Borrowers also that Bank of America, Barclays, JPMorgan, Morgan Stanley and their respective Subsidiaries or affiliates shall not be applicants under the application with respect required to issue any Underlying Letter of Credit other than standby Letters of Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that is to be the subject of an have expired or that have been drawn upon and reimbursed. (ii) An L/C Undertaking. The Issuing Lender Issuer shall have be under no obligation to issue a any Letter of Credit if any of the following would result after giving effect to the requested Letter of Creditif: (A) the Letter any order, judgment or decree of Credit Usage would exceed the amount any Governmental Authority or arbitrator shall by which the lesser of (v) the Aggregate Revolving Credit Commitments its terms purport to enjoin or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a restrain such L/C Issuer from issuing such Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal or any Law applicable to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender Issuer or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit directive (whether or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of from any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, depositwith jurisdiction over such L/C Issuer shall prohibit, or similar requirement is direct that such L/C Issuer refrain from, the issuance of letters of credit generally or shall be imposed or modified in respect of any such Letter of Credit issued in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, oror shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) there shall be imposed on subject to Section 2.03(b)(iii), the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or any last renewal, unless (1) the Required Legacy Lenders have approved such expiry date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly has been cash collateralized or indirectly, the cost backstopped in a manner reasonably satisfactory to the Lenders applicable L/C Issuer; (C) the expiry date of issuing, making, guaranteeing, or maintaining any such requested Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period would occur after the additional cost is incurred or Maturity Date, unless all the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand Legacy Lenders have approved such amounts as Collateral Agent may specify to be necessary to compensate expiry date; (D) the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date issuance of such demand until payment in full thereof at Letter of Credit would violate any Laws binding upon such L/C Issuer; or (E) the rate then issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent letters of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.credit generally; or

Letter of Credit Facility. (i) SECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions (including without limitation SECTION 4.4) of this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in SECTION 3.4(A), agrees to issue standby letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo"LETTERS OF CREDIT") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or Borrower on any Business Day from the amendmentClosing Date to, renewal, or extension of an outstanding L/C or L/C Undertaking)but not including, the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been Termination Date in such form as may be approved from time to time by the Issuing Lender) to ; PROVIDED, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to the requested Letter of Credit: such issuance, (Aa) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of L/C Commitment or (vb) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the aggregate principal amount of outstanding Revolving Credit Loans and Loans, PLUS the aggregate principal amount of outstanding Term Swingline Loans, or (B) PLUS the Letter aggregate amount of Credit Usage L/C Obligations would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of Commitment LESS the Closing DateBlocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date not later than the Termination Date and corresponding Underlying Letter of Credit) shall be in form and substance acceptable that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the exercise of its discretion), including Application or as determined by the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to advance funds under a issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on unless the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice context otherwise requires. The Wachovia Letter of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically Credit shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) issued and without any further action outstanding under this Agreement on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of after the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (i) SECTION 3.1 L/C Commitment. Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the L/C Participants set forth in Section 3.4(a), agrees to issue letters standby Letters of credit Credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Borrower on any Business Day from the Closing Date, Date through but not including the prospective Underlying Issuer will fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved from time to time by the Issuing Lender) to ; provided, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit if any of the following would result if, after giving effect to the requested Letter of Credit: such issuance, (Aa) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of L/C Commitment or (vb) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the aggregate principal amount of outstanding Revolving Credit Loans and Loans, plus the Swingline Commitment, plus the aggregate amount of outstanding Term Loans, or (B) the Letter of Credit Usage L/C Obligations would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing DateCommitment. Each Letter of Credit shall (and corresponding Underlying Letter of Crediti) shall be in form and substance acceptable a minimum amount of $50,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender Lender, which date shall be no later than the earlier of (A) one year from the date of issuance of such Letter of Credit and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the exercise of its discretion), including Application or as determined by the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to advance funds under a issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on unless the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice context otherwise requires. The Existing Letters of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically Credit shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter Letters of Credit (or an amendment to a Letter of Credit increasing issued and outstanding under this Agreement on and after the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of CreditClosing Date; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Existing Letters of Credit immediately shall be reimbursable replaced by Borrowers to Collateral Agent for the account letters of the credit issued by Wachovia, as Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to and under the terms of this SectionAgreement upon the expiration and/or maturity thereof and shall not otherwise be extended, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest renewed or demonstrable error, be final and conclusive and binding on all of the parties heretomodified.

Letter of Credit Facility. (i) SECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions (including without limitation Section 4.4) of this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in SECTION 3.4(A), agrees to issue standby letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo"LETTERS OF CREDIT") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or Borrower on any Business Day from the amendmentClosing Date to, renewal, or extension of an outstanding L/C or L/C Undertaking)but not including, the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been Termination Date in such form as may be approved from time to time by the Issuing Lender) to ; PROVIDED, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to the requested Letter of Credit: such issuance, (Aa) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of L/C Commitment or (vb) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the aggregate principal amount of outstanding Revolving Credit Loans and Loans, PLUS the aggregate principal amount of outstanding Term Swingline Loans, or (B) PLUS the Letter aggregate amount of Credit Usage L/C Obligations would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge Commitment less the Liquidity Reserve Amount and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing DateBlocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date not later than the Termination Date and corresponding Underlying Letter of Credit) shall be in form and substance acceptable that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP 98, as set forth in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender Application or as determined by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender orand, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse not inconsistent therewith, the Issuing Lender, then to such Revolving Credit Lenders and laws of the State of North Carolina. The Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant shall not at any time be obligated to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of issue any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of hereunder if such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a)issuance would conflict with, or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of cause the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender Participant to or for such Borrower’s accountexceed any limits imposed by, even though this interpretation may be different from such Borrower’s own, any Applicable Law. References herein to "issue" and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless derivations thereof with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account also include extensions or modifications of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter any existing Letters of Credit, that such issuance charge may be changed from time to time, and that unless the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewalscontext otherwise requires. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, L/C Bank agrees promptly to issue one or more Letters of Credit at the request of Borrowers’ Agent for the account of Borrowers from time to time until ten days before the Revolver Maturity Date; provided, however, that L/C Bank shall not issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator of which L/C Bank is aware shall purport by its terms to enjoin or restrain L/C Bank from issuing such Letter of Credit or any Governmental Rule applicable to L/C Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Bank shall prohibit, or request that L/C Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon L/C Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which L/C Bank is not otherwise compensated) not in effect on the date hereof or result in any loss, cost or expense which (A) was not applicable, in effect or known to L/C Bank on the Closing Date and which L/C Bank in Good Xxxxx xxxxx material to it, and (B) the reimbursement of which is not provided for hereunder; (ii) L/C Bank shall have received written notice from Administrative Lender or Borrowers’ Agent, on or before the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article VII is not then satisfied; (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations exceed $5,000,000; (iv) the amount of the Letter of Credit requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. None of the Lenders (other than the Lender that is L/C Bank) shall have any obligation to issue any Letters of Credit. (b) In no event shall the expiry date of any Letter of Credit be more than one year for a standby Letter of Credit or fall after ten days before the Revolver Maturity Date. (c) Prior to the issuance of each Letter of Credit, Borrowers’ Agent shall have delivered to L/C Bank, if requested by L/C Bank, a Letter of Credit Agreement, signed by Borrowers, and such other documents or items as L/C Bank may require pursuant to the terms thereof. (d) In connection with the issuance of each Letter of Credit, Borrowers’ Agent shall give L/C Bank and Administrative Lender at least three Business Days prior written notice of the requested issuance of such Letter of Credit. Such notice shall be irrevocable and binding on Borrowers and shall specify (i) whether the Letter of Credit is to be a standby or commercial (documentary) Letter of Credit, (ii) the stated amount of the Letter of Credit requested, (iii) the date of issuance of such requested Letter of Credit (which day shall be a Business Day), (iv) the date on which such Letter of Credit is to expire (which date shall be a Business Day), (v) the Person for whose benefit the requested Letter of Credit is to be issued, and (vi) such other terms and conditions of the proposed Letter of Credit as are requested by Borrowers’ Agent and acceptable to L/C Bank. Such notice, to be effective, must be received by L/C Bank and Administrative Lender not later than 10:00 AM (Portland time) on the last Business Day on which notice can be given under the immediately preceding sentence. (e) Subject to the terms and conditions of this AgreementSection 3.4 and provided that the applicable conditions set forth in Article VII have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeBank shall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of Borrowers in accordance with the following would result after giving effect applicable request and L/C Bank’s usual and customary business practices and in a final form reasonably satisfactory to the requested Letter of Credit:Borrowers’ Agent. (Af) the Letter Immediately upon L/C Bank’s issuance of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement Bank shall be deemed to Issuing have sold and transferred to each Lender, and each Lender by paying shall be deemed irrevocably and unconditionally to Collateral Agent an amount equal to such have purchased and received from L/C Disbursement not later than 11:00 a.m.Bank, California timewithout recourse or warranty, on an undivided interest and participation, to the date that extent of such Lender’s Ratable Portion, in such Letter of Credit and the obligations of Borrowers with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto and each Lender’s Revolving Loan Commitment shall be deemed used to the extent of such Lender’s Ratable Portion of such Letter of Credit Obligations. (g) In determining whether to pay under any Letter of Credit, L/C Disbursement is made, if Borrowers Bank shall not have received written or telephonic notice any obligation relative to Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by L/C Disbursement prior to 10:00 a.m., California time, on such date, orBank under or in connection with any Letter of Credit, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, taken or omitted in the absence of such reimbursementgross negligence or willful misconduct, the shall not put L/C Disbursement immediately Bank under any resulting liability to any other Lender. (h) If L/C Bank makes any payment under any Letter of Credit, L/C Bank shall promptly notify Administrative Lender, who shall promptly notify each Lender, and automatically each Lender shall promptly and unconditionally pay to Administrative Lender for the account of L/C Bank the amount of such Lender’s Ratable Portion of such payment in same day funds (and upon receipt, Administrative Lender shall promptly pay the same to L/C Bank), which payment shall be deemed to be an Advance hereunder andand shall constitute a Revolving Loan that is a Prime Rate Loan made by such Lender to Borrowers; provided, thereafterhowever, that if the Swingline Lender so elects, and if a Swing Loan can be made in such amount, Administrative Lender shall bear interest at promptly notify the rate then applicable to Loans under Section 2.02. To the extent an Swingline Lender of such payment by L/C Disbursement is deemed to be an Advance hereunderBank, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Swingline Lender as their interests may appear. (ii) Promptly following receipt of a notice shall, and Borrowers hereby authorize the Swingline Lender to, pay to Administrative Lender for the account of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing Bank the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitmentssuch payment in same day funds, the Issuing Lender which payment shall be deemed to have granted be and assigned shall constitute a Swing Loan made by the Swingline Lender to each Borrowers. The Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment Loans shall be deemed made, or the Swing Loan may be made, as contemplated in the preceding sentence notwithstanding Borrowers’ failure to have purchased and assumedsatisfy the conditions set forth in Section 7.2. If Administrative Lender so notifies such Lender prior to 10:00 AM (Portland time) on any Business Day, a participation in each Letter of Credit, in an amount equal such Lender shall make available to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Administrative Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance L/C Bank its Ratable Portion of the foregoing, each Revolving Credit amount of such payment by 1:00 PM (Portland time) on such Business Day in same day funds. If and to the extent such Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees does not make its Ratable Portion available to pay to Collateral Agent, Administrative Lender for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank, such Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required agrees to be refunded repay to Borrowers for any reason. Each Revolving Credit Administrative Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover L/C Bank on demand such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate for each day from such date until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lenderdate paid. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations The failure of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing make available to Administrative Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of L/C Bank its Ratable Portion of any such payment shall not relieve any other Lender of its obligations hereunder. (i) The obligations of Lenders to make payments to Administrative Lender for the Issuing Lender; it being acknowledged account of L/C Bank with respect to Letters of Credit shall be irrevocable and agreed by each Borrower thatnot subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 3.4(g)), as including, without limitation, any of the Closing Datefollowing circumstances: (i) any lack of validity or enforceability of any of the other Loan Documents; (ii) the existence of any claim, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying setoff, defense or other right which Borrowers may have at any time against a beneficiary named in a Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect transferee of any Letter of Credit issued hereunder(or any Person for whom any such transferee may be acting), Administrative Lender, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including, without limitation, any underlying transaction between Borrower and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or (Biv) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent occurrence of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoDefault.

Letter of Credit Facility. (i) C Commitment. Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit for the account ("Letters of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx FargoCredit") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or US Borrower on any Business Day from the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Closing Date through but not including the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender) to ; provided, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to such issuance, based upon the requested Letter Dollar Amount of Credit: all outstanding Loans and L/C Obligations, (Aa) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of (vi) the L/C Commitment or (ii) the Aggregate Revolving Credit Commitments Commitment less the aggregate principal amount of all outstanding Loans or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (Bb) the Letter Available Commitment of Credit Usage any Lender would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Dateless than zero. Each Letter of Credit shall (and corresponding Underlying Letter i) be denominated in Dollars in a minimum amount of Credit) shall be in form and substance $100,000 or a lesser amount acceptable to the Issuing Lender Lender, (ii) be a standby letter of credit issued to support obligations of the US Borrower or any Subsidiary thereof, contingent or otherwise, incurred in the exercise ordinary course of business, (iii) expire on a date no later than the earlier of (A) one year after its discretion)date of issuance (unless renewed in accordance with the terms thereof) or (B) five (5) Business Days prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP 98, including as set forth in the requirement that Application or as determined by the amounts payable thereunder must be payable in DollarsIssuing Lender, and, to the extent not inconsistent therewith, the laws of the State of New York. If The Issuing Lender is shall not at any time be obligated to advance funds under a issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on unless the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice context otherwise requires. The Existing Letters of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically Credit shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged issued and agreed by each Borrower that, as of outstanding under this Agreement on and after the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, each Issuer agrees to issue one or more Letters of Credit at the request of the Borrower for the account of the Borrower from time to time during the period commencing on the date hereof and ending on the Termination Date; provided, however, that no Issuer shall issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in effect on the date hereof or result in any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuer as of the date hereof and which such Issuer in good faith deems material to it; (ii) such Issxxx xxxxx have received written notice from any Lender Party or the Borrower, on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article III is not then satisfied; (iii) the amount of the Letter of Credit requested exceeds the Available Credit or, upon the issuance of the requested Letter of Credit, the Letter of Credit Undrawn Amounts would exceed $25,000,000; or (iv) fees due in connection with a requested issuance have not been paid. None of the Lender Parties (other than the Issuers) shall have any obligation to issue any Letters of Credit. (b) In no event shall: (i) the expiration date of any Letter of Credit be more than one year after the date of issuance thereof, nor shall the expiration date of any Letter of Credit fall after the date that is 60 days prior to the Termination Date; except that any such Letter of Credit may also be on the following terms: such Letter of Credit shall have an initial one year term which shall be automatically extended for successive one-year terms (but in no case may such Letter of Credit be extended such that its expiration date falls after the date that is 60 days prior to the Termination Date); provided, however, that such a Letter of Credit shall not be automatically extended if either (A) the beneficiary of such Letter of Credit is sent a notice that an Event of Default shall have occurred and be continuing at any time prior to the date that is 30 days prior to the date of such extension or (B) the Borrower requests in writing no later than 40 days prior to the date of such extension that the term of such Letter of Credit shall not be extended; or (ii) any Issuer issue any Letter of Credit for the purpose of supporting the issuance of any letter of credit by any other Person except with the prior written consent of the Agent. (c) Prior to the issuance of each Letter of Credit, and as a condition of such issuance and of the participation of each Lender (other than the Issuer thereof) in the Letter of Credit Obligations arising with respect thereto, the Borrower shall have delivered to the Issuer thereof a letter of credit reimbursement agreement, in a form satisfactory to the Issuer (as the same as may be amended or otherwise modified, a "Letter of Credit Reimbursement Agreement"), signed by the Borrower, and such other documents or items as may be required pursuant to the terms thereof or otherwise reasonably required by the Issuer. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern. (d) In connection with the issuance of each Letter of Credit, the Borrower shall give the Issuer thereof and the Agent at least two Business Days' prior written notice of its requested issuance of a Letter of Credit in substantially the form of Exhibit C (a "Letter of Credit Request"). Such notice shall be irrevocable and shall specify the stated amount of the Letter of Credit requested, which stated amount shall not be less than $50,000, the date of issuance of such requested Letter of Credit (which day shall be a Business Day), the date on which such Letter of Credit is to expire, and the Person for whose benefit the requested Letter of Credit is to be issued. Such notice, to be effective, must be received by such Issuer and the Agent not later than 11:00 A.M. (New York City time) on or prior to the last Business Day on which notice can be given under the immediately preceding sentence. Prior to the close of business on the Business Day following the Business Day on which the Agent first receives such notice, the Agent shall confirm to the Issuer of the requested Letter of Credit whether the applicable conditions in Article III are satisfied as of such date. (e) Subject to the terms and conditions of this AgreementSection 2.17 and provided that the applicable conditions set forth in Article III have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representativeshall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of the following would result after giving effect to Borrower in accordance with the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans Issuer's usual and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appearcustomary business practices. (iif) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By Immediately upon the issuance by an Issuer of a Letter of Credit (or an amendment to a Letter in accordance with the terms and conditions of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitmentsthis Agreement, the Issuing Lender such Issuer shall be deemed to have granted sold and assigned transferred to each Revolving Credit Lender with a Revolving Credit CommitmentLender, and each Revolving Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Ratable Portion, in such Letter of Credit Lender and the obligations of the Borrower with a respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto and each Lender's Revolving Credit Commitment shall be deemed used to have purchased and assumed, a participation in each the extent of such Lender's Ratable Portion of such Letter of Credit Obligations. (g) In determining whether to pay under any Letter of Credit, in an amount equal no Issuer shall have any obligation relative to its Pro Rata Share the Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the Risk Participation Liability requirements of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), Any action taken or of any reimbursement payment required omitted to be refunded to Borrowers for taken by any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuer under any resulting liability to any Lender, or diminish the Agent's or any Lender's obligations hereunder to the Issuer. (h) In the event that any Issuer makes any payment under any Letter of Credit and the Borrower shall not have repaid such amount to such Issuer pursuant to Section 2.17(l), such Issuer shall promptly notify the Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Agent for the account of such Issuer the amount of such Lender's Ratable Portion of such payment in Dollars and in same day funds (and upon receipt the Agent shall promptly pay the same to the Issuer); provided, however, that no Borrower if the Swing Bank so elects and if a Swing Loan can be made in such amount, the Agent shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by promptly notify the gross negligence or willful misconduct Swing Bank of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s ownfailure, and each Borrower understands and agrees that the Revolving Credit Lenders Swing Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver pay to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of such Issuer the Issuing Lender; it being acknowledged amount of such payment in Dollars and agreed by each Borrower thatin same day funds. This Revolving Credit Loan shall be made, as or the Swing Loan may be made, notwithstanding the Borrower's failure to satisfy the conditions set forth in Section 3.3. If the Agent so notifies such Lender prior to 11:00 A.M. (New York City time) on any Business Day, such Lender shall make available to the Agent for the account of such Issuer its Ratable Portion of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of such payment on such Business Day in same day funds. If and to the extent such Lender shall not have so made such Lender's Ratable Portion of the amount of such payment available to the Agent for the account of such Issuer, such Lender agrees to repay to the Agent for the account of such Issuer forthwith on demand such amount together with interest thereon, for each Underlying Letter day from such date until the date such amount is repaid to the Agent for the account of Creditsuch Issuer, that at the Federal Funds Rate. The failure of any Lender to make available to the Agent for the account of such issuance charge may Issuer its Ratable Portion of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Agent for the account of such Issuer its Ratable Portion of any payment on the date such payment is to be changed from time made, but no Lender shall be responsible for the failure of any other Lender to time, and that make available to the Underlying Agent for the account of any Issuer also imposes a schedule such other Lender's Ratable Portion of charges for amendments, extensions, drawings, and renewalsany such payment. (vii) If by reason Whenever any Issuer receives a payment of a Reimbursement Obligation as to which the Agent has received for the account of such Issuer any payment from a Lender pursuant to Section 2.17(h) (xand such amount has been paid to such Issuer), the Issuer shall pay to the Agent such amount so received and the Agent shall promptly pay to each Lender which has paid such Lender's Ratable Portion thereof, in same day funds, an amount equal to such Lender's Ratable Portion thereof. (j) any change in any applicable law, treaty, rule, or regulation or any change in Upon the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) request of any Governmental Authority or monetary authority includingLender, Regulation D of the Federal Reserve Board as from time each Issuer shall furnish to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect such Lender copies of any Letter of Credit issued hereunder, orReimbursement Agreement to which such Issuer is a party and such other documentation as may reasonably be requested by such Lender. (Bk) there The obligations of the Lenders to make payments to the Agent for the account of each Issuer with respect to Letters of Credit shall be imposed on irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the Underlying Issuer terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 2.17(g)), including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Revolving Credit Lenders Collateral Documents; (ii) the existence of any claim, set-off, defense or other condition regarding right which the Borrower may have at any Underlying time against a beneficiary named in a Letter of Credit or Credit, any transferee of any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly (or indirectlyany Person for whom any such transferee may be acting), the cost to the Lenders of issuingAgent, makingany Lender Party or any other Person, guaranteeingwhether in connection with this Agreement, or maintaining any Letter of Credit Credit, the transactions contemplated herein or to reduce any unrelated transactions (including, without limitation, any underlying transaction between the amount receivable in respect thereof by Borrower and the Revolving Credit Lenders, then, and beneficiary named in any such caseLetter of Credit); (iii) any draft, Collateral Agent may, at certificate or any time within a reasonable period after other document presented under the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify Letter of Credit proving to be necessary to compensate forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the Revolving Credit Lenders for such additional cost surrender or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent impairment of any amount due pursuant to this Section, as set forth in a certificate setting forth security for the calculation thereof in reasonable detail, shall, in the absence performance or observance of manifest or demonstrable error, be final and conclusive and binding on all any of the parties hereto.terms of any of the Collateral Documents; or (v) the occurrence of any Default or

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, Bank agrees promptly to issue one or more Letters of Credit at the request of Agent for the account of Borrowers from time to time until 30 days prior to the Maturity Date; provided, however, that Bank shall not issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator of which Bank is aware shall purport by its terms to enjoin or restrain Bank from issuing such Letter of Credit or any Governmental Rule applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Bank shall prohibit, or request that Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which Bank is not otherwise compensated) not in effect on the date hereof or result in any loss, cost or expense which (A) was not applicable, in effect or known to Bank on the Closing Date and which Bank in Good Faith deems material to it, and (X) xxx xximbursement of which is not provided for hereunder; P22 (ii) any of the applicable conditions contained in Article VII is not then satisfied; (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations exceed $4,000,000; (iv) the amount of the Letter of Credit requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. (b) In no event shall the expiry date of any Letter of Credit be more than (A) one year, in the case of a Letter of Credit that is a standby letter of credit, or (B) 180 days, in the case of a Letter of Credit that is a commercial (documentary) letter of credit, after the date of issuance thereof, but in no event shall the expiry date of any Letter of Credit, whether by virtue of automatic renewal or otherwise, fall after 10 days prior to the Maturity Date. (c) Prior to the issuance of each Letter of Credit, Borrowers shall have delivered to Bank, if requested by Bank, a Letter of Credit Agreement, signed by Borrowers, and such other documents or items as Bank may require pursuant to the terms thereof. (d) Subject to the terms and conditions of this AgreementSection 3.2 and provided that the applicable conditions set forth in Article VII have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeBank shall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of Borrower in accordance with the following would result after giving effect applicable letter of credit request and Bank's usual and customary business practices and in a final form reasonably satisfactory to the requested Letter of Credit:Borrower. (Ae) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds Bank makes any payment under a any Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically payment shall be deemed to be an Advance hereunder and, thereafter, and shall bear interest at the rate then applicable constitute a Base Rate Loan made by Bank to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear3.1(a). (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, the L/C Bank agrees promptly to issue one or more Letters of Credit at the request of Borrower for the account of Borrower from time to time until 30 days prior to the Maturity Date; provided, however, that L/C Bank shall not issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator of which the L/C Bank is aware shall purport by its terms to enjoin or restrain the L/C Bank from issuing such Letter of Credit or any Governmental Rule applicable to the L/C Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Bank shall prohibit, or request that the L/C Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the L/C Bank is not otherwise compensated) not in effect on the date hereof or result in any loss, cost or expense which (A) was not applicable, in effect or known to the L/C Bank on the Closing Date and which the L/C Bank in good xxxxx xxxxx material to it, and (B) the reimbursement of which is not provided for hereunder; (ii) the L/C Bank shall have received written notice from the Administrative Lender or Borrower, on or before the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article VI is not then satisfied; (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations exceed $5,000,000; (iv) the amount of the Letter of Credit requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. None of the Lenders (other than a Lender which becomes the L/C Bank) shall have any obligation to issue any Letters of Credit. (b) In no event shall the expiry date of any Letter of Credit be more than one year or fall after 10 days prior to the Maturity Date. (c) Prior to the issuance of each Letter of Credit, Borrower shall have delivered to the L/C Bank, if requested by the L/C Bank, a Letter of Credit Agreement, signed by Borrower, and such other documents or items as L/C Bank may reasonably require pursuant to the terms thereof. (d) In connection with the issuance of each Letter of Credit, Borrower, through an Authorized Representative, shall give the L/C Bank and the Administrative Lender at least four Business Days' prior written notice (a "Letter of Credit Request"), in substantially the form of Exhibit D, of the requested issuance of such Letter of Credit. Such notice shall be irrevocable and binding on Borrower and shall specify (i) the stated amount of the Letter of Credit requested, (ii) the date of issuance of such requested Letter of Credit (which day shall be a Business Day), (iii) the date on which such Letter of Credit is to expire (which date shall be a Business Day), (iv) the Person for whose benefit the requested Letter of Credit is to be issued, and (v) such other terms and conditions of the proposed Letter of Credit as are requested by Borrower and acceptable to the L/C Bank. Such notice, to be effective, must be received by the L/C Bank and the Administrative Lender not later than 10:00 a.m. (Seattle time) on the last Business Day on which notice can be given under the immediately preceding sentence. (e) Subject to the terms and conditions of this Agreement, Section 2.2 and provided that the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so applicable conditions set forth in Article VI have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancesatisfied, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amendedBank shall, renewedon the requested date, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of Borrower in accordance with the following would result after giving effect to the requested Letter of Credit: (A) the applicable Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans Request and the amount of outstanding Term Loans, orL/C Bank's usual and customary business practices and in a final form reasonably satisfactory to Borrower. (Bf) Immediately upon the Letter issuance by the L/C Bank of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such the L/C Disbursement Bank shall be deemed to Issuing have sold and transferred to each Lender, and each Lender by paying shall be deemed irrevocably and unconditionally to Collateral Agent an amount equal to such have purchased and received from the L/C Disbursement not later than 11:00 a.m.Bank, California timewithout recourse or warranty, on an undivided interest and participation, to the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice extent of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, andLender's Ratable Portion, in such Letter of Credit and the absence obligations of Borrower with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto and each Lender's Commitment shall be deemed used to the extent of such reimbursementLender's Ratable Portion of such Letter of Credit Obligations. (g) In determining whether to pay under any Letter of Credit, the L/C Disbursement immediately and automatically Bank shall be deemed not have any obligation relative to the Lenders other than to confirm that any documents required to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans delivered under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed appear to have granted been delivered and assigned that they appear to each Revolving Credit Lender comply on their face with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability requirements of such Letter of Credit, and each such Revolving Credit Lender agrees . Any action taken or omitted to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made be taken by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put the L/C Bank under any resulting liability to any Lender. (h) If the L/C Bank makes any payment under any Letter of Credit, the L/C Bank shall promptly notify the Administrative Lender, who shall promptly notify each Lender, and each Lender shall promptly and unconditionally pay to the Administrative Lender for the account of the L/C Bank the amount of such Lender's Ratable Portion of such payment in same day funds (and upon receipt, the Administrative Lender shall promptly pay the same to the L/C Bank), which payment shall be deemed to be and shall constitute a Prime Rate Loan made by such Lender to Borrower; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by if the gross negligence or willful misconduct of the Issuing Swingline Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s ownso elects, and each Borrower understands and agrees that if a Swing Loan can be made in such amount, the Revolving Credit Lenders Administrative Lender shall not be liable for any error, negligence, or mistake, whether promptly notify the Swingline Lender of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that such payment by the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defendBank, and hold the Revolving Credit Lenders harmless with respect to any lossSwingline Lender shall, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each and Borrower hereby authorizes and directs any Underlying Issuer to deliver the Swingline Lender to, pay to the Issuing Administrative Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged L/C Bank the amount of such payment in same day funds, which payment shall be deemed to be and agreed shall constitute a Swing Loan made by each Borrower thatthe Swingline Lender to Borrower. The Prime Rate Loans shall be made, or the Swing Loan may be made, as contemplated in the preceding sentence notwithstanding Borrower's failure to satisfy the conditions set forth in Section 6.2. If the Administrative Lender so notifies such Lender prior to 10:00 a.m. (Seattle time) on any Business Day, such Lender shall make available to the Administrative Lender for the account of the Closing Date, L/C Bank its Ratable Portion of the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of such payment by 1:00 p.m. (Seattle time) on such Business Day in same day funds. If and to the extent such Lender shall not have so made such Lender's Ratable Portion of the amount of such payment available to the Administrative Lender for the account of the L/C Bank, such Lender agrees to repay to the Administrative Lender for the account of such L/C Bank forthwith on demand such amount together with interest thereon, for each Underlying day from such date until the date such amount is repaid to the Administrative Lender for the account of the L/C Bank, at the Federal Funds Rate. The failure of any Lender to make available to the Administrative Lender for the account of the L/C Bank its Ratable Portion of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Lender for the account of the L/C Bank its Ratable Portion of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Lender for the account of the L/C Bank such other Lender's Ratable Portion of any such payment. (i) The obligations of the Lenders to make payments to the Administrative Lender for the account of the L/C Bank with respect to Letters of Credit shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 2.2(g)), including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any of the other Loan Documents; (ii) the existence of any claim, set-off, defense or other right which Borrower may have at any time against a beneficiary named in a Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect transferee of any Letter of Credit issued hereunder(or any Person for whom any such transferee may be acting), the Administrative Lender, the L/C Bank, the Swingline Lender, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including, without limitation, any underlying transaction between Borrower and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or (Biv) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent occurrence of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoDefault.

Letter of Credit Facility. (i) 4.1 L/C COMMITMENT. Subject to the terms and conditions of this Agreementhereof, the -------------- Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 4.4(a), agrees to issue letters of credit for (the account "Letters of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx FargoCredit") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (Company or the amendment, renewal, Company and one or extension of an outstanding L/C or L/C Undertaking), more Subsidiaries on any Business Day from the Borrower Representative, on behalf of date hereof to but excluding the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been Commitment Termination Date in such form as may be approved from time to time by the Issuing Lender) to ; provided that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to such issuance, the requested Letter of Credit: (A) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of (vi) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) Commitment less the sum of the Compressed Sale Value of Eligible Stations, exceeds the amount of all outstanding Revolving Credit Loans and the amount of all outstanding Term Loans, or Swingline Loans and (Bii) the Letter of Credit Usage would exceed $500,000. Borrowers and L/C Commitment less the Revolving Credit Lenders acknowledge and agree that certain Underlying L/C Obligations attributable to the Existing NationsBank Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing DateCredit. Each Letter of Credit shall (i) be denominated in United States Dollars in a minimum amount of $50,000, (ii) be a standby letter of credit issued to support the Contingency Amount or obligations of the Company or the Company and corresponding Underlying Letter one or more of Creditits Subsidiaries, contingent or otherwise, with respect to environmental and insurance matters and other corporate purposes incurred in the ordinary course of business, (iii) shall be in form and substance acceptable expire on a date satisfactory to the Issuing Lender (in the exercise of its discretion)Lender, including the requirement that the amounts payable thereunder must which date shall be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not no later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on Commitment Termination Date and (iiv) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment subject to the Issuing Lender orUniform Customs and, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse not inconsistent therewith, the Issuing Lender, then to such Revolving Credit Lenders and laws of the Commonwealth of Virginia. The Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant shall not at any time be obligated to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of issue any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of hereunder if such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a)issuance would conflict with, or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of cause the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender Participant to or for such Borrower’s accountexceed any limits imposed by, even though this interpretation may be different from such Borrower’s own, any applicable law. References herein to "issue" and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless derivations thereof with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account also include extensions or modifications of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter any existing Letters of Credit, that such issuance charge may be changed from time to time, and that unless the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewalscontext otherwise requires. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (i) SECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters standby or commercial Letters of credit Credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Borrower on any Business Day from the Closing Date, Date through but not including the prospective Underlying Issuer will fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved from time to time by the Issuing Lender) to ; PROVIDED, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to the requested Letter of Credit: such issuance, (Aa) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of L/C Commitment, (vb) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the aggregate principal amount of outstanding Revolving Credit Loans and Loans, PLUS the aggregate principal amount of outstanding Term Swingline Loans, or (B) PLUS the Letter aggregate amount of Credit Usage L/C Obligations would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of Commitment or (c) the Closing DateAlternative Currency L/C Obligations would exceed the Alternative Currency L/C Commitment. Each Letter of Credit (and corresponding Underlying Letter other than the Existing Letters of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) be denominated in a Permitted Currency (ii) be in a minimum Dollar amount of $100,000 or in a Dollar amount less than $100,000 if approved in writing by the Business Day that Borrowers receive such noticeAdministrative Agent in its sole discretion (or the Alternative Currency Amount thereof with respect to Alternative Currency Letters of Credit), if such notice is received prior (iii) be a standby letter of credit issued to 10:00 a.m.support obligations of the Borrower or any of its Restricted Subsidiaries, California timecontingent or otherwise, on the date of receipt, and, incurred in the absence ordinary course of such reimbursementbusiness or a commercial letter of credit issued to purchase goods in the ordinary course of business, the L/C Disbursement immediately and automatically shall be deemed (iv) expire on a date satisfactory to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender which date shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter no later than the earlier of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on (A) two (2) years after the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect issuance of such Letter of Credit as provided in this Section, Collateral Agent or (for the account of the Issuing LenderB) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three five (35) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees Days prior to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any lossMaturity Date and (v) be subject to the Uniform Customs and/or ISP98, cost, expense, as set forth in the Application or liability, and reasonable attorneys’ fees incurred as determined by the Revolving Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. As of the Closing Date, each of the Existing Letters of Credit Lenders arising out shall constitute, for all purposes of or in connection with this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit; provided, however, that no Borrower shall be obligated Credit hereunder to indemnify for any loss, cost, expenseif such issuance would conflict with, or liability that is caused by the gross negligence or willful misconduct of cause the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender Participant to or for such Borrower’s accountexceed any limits imposed by, even though this interpretation may be different from such Borrower’s own, any Applicable Law. References herein to "issue" and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless derivations thereof with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account also include extensions or modifications of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter any existing Letters of Credit, that such issuance charge may be changed from time to time, and that unless the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewalscontext otherwise requires. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance upon the representations and warranties contained herein and in the other Credit Documents and upon the agreements of this Agreementthe other Multi-Currency Lenders set forth in subsections 5.3(a) and (b), the Issuing Lender agrees to issue letters under the Aggregate Multi-Currency Commitment any letter of credit (each, a "Letter of Credit") requested to be issued by it and so issued by it for the account of Borrowers (each, an “L/C”) or the Company on any Business Day during the Commitment Period in such form as may be approved from time to purchase participations or execute indemnities, guarantees or reimbursement obligations (each time by such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which ; provided that such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a such Letter of Credit if any of the following would result if, after giving effect to the requested Letter of Credit: such issuance, (Ai) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage L/C Obligations would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit 50,000,000 (as such amount may be issued reduced pursuant to support letters of credit that already are outstanding as of subsection 7.4(f)) or (ii) the Closing DateAvailable Multi-Currency Commitment would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) be either (x) a standby letter of credit issued to support obligations of the Company or any of its Subsidiaries, contingent or otherwise, which are of a type for which Revolving Credit Loans (if the obligations were then due and corresponding Underlying payable) would be available (a "Standby Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion"), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective a documentary letter of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified credit in respect of the purchase of goods or services by the Company or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (iii) expire no later than one year from the date of issue; provided that the Undrawn L/C Obligations in respect of each Letter of Credit which expires after the last day of the Commitment Period shall be Fully Secured from and after such day. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) No Issuing Lender shall at any time be obligated to issue any Letter of Credit issued hereunderhereunder to the extent that such issuance would conflict with, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit cause such Issuing Lender or any Letter L/C Participant to exceed any limits imposed by, any applicable Requirement of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoLaw.

Letter of Credit Facility. (a) The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Legacy Lenders set forth in this AgreementSection 2.03, (x) from time to time on any Business Day during the Issuing Lender agrees period from the Original Closing Date until the Maturity Date, to issue letters Letters of credit Credit in Dollars for the account of the Borrowers (eachprovided that any Letter of Credit may be for the benefit of any Borrower or any Subsidiary of the Borrowers) and to amend or renew Letters of Credit previously issued by it, an “L/C”in accordance with Section 2.03(b), and (y) or to purchase participations or execute indemnities, guarantees or reimbursement obligations honor drafts under the Letters of Credit and (each such undertaking, an “2) the Legacy Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Undertaking”) Issuer shall be obligated to make any L/C Credit Extension with respect to letters any Letter of credit issued by an Underlying Issuer (as Credit, and no Legacy Lender shall be obligated to participate in any Letter of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an Credit if after giving effect to such L/C or an L/C Undertaking Credit Extension, (or w) the amendmentLegacy Revolving Credit Exposure of any Legacy Lender would exceed such Legacy Lender’s Legacy Commitment, renewal(x) the Total Legacy Outstandings would exceed the Legacy Line Cap at such time, or extension (y) the Outstanding Amount of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C Obligations would exceed the Letter of Credit Sublimit or L/C Undertaking to be amended, renewed, or extended, (z) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount Outstanding Amount of such L/C or Issuer’s L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend Obligations would exceed such L/C or Issuer’s L/C Undertaking. If requested by the Issuing LenderIssuer Sublimit; provided further, the Borrowers also that Bank of America, Barclays, JPMorgan and their respective Subsidiaries or affiliates shall not be applicants under the application with respect required to issue any Underlying Letter of Credit other than standby Letters of Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that is to be the subject of an have expired or that have been drawn upon and reimbursed. (ii) An L/C Undertaking. The Issuing Lender Issuer shall have be under no obligation to issue a any Letter of Credit if any of the following would result after giving effect to the requested Letter of Creditif: (A) the Letter any order, judgment or decree of Credit Usage would exceed the amount any Governmental Authority or arbitrator shall by which the lesser of (v) the Aggregate Revolving Credit Commitments its terms purport to enjoin or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a restrain such L/C Issuer from issuing such Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal or any Law applicable to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender Issuer or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit directive (whether or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or monetary authority includingdirect that such L/C Issuer refrain from, Regulation D the issuance of the Federal Reserve Board as from time letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to time such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on Effective Date (and any successor thereto):for which such L/C Issuer is not otherwise compensated hereunder); (AB) any reservesubject to Section 2.03(b)(iii), depositthe expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) the Required Legacy Lenders have approved such expiry date or similar requirement is or shall be imposed or modified (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been cash collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Maturity Date, unless all the Legacy Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; or (E) the Letter of Credit is to be denominated in a currency other than Dollars. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit issued hereunderif (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying beneficiary of such Letter of Credit or any does not accept the proposed amendment to such Letter of Credit issued pursuant hereto; and Credit. (iv) For the result avoidance of doubt, if the foregoing is to increase, directly or indirectlyVentas Purchase Option Assignment occurs, the cost L/C Issuers shall have no further obligations to the Lenders of issuing, making, guaranteeing, or maintaining issue any Letter additional Letters of Credit or to reduce extend the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the expiry date of such demand until payment any existing Letter of Credit and the existing Letters of Credit shall be Cash Collateralized in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoaccordance with Section 2.17.

Letter of Credit Facility. (i) Subject to the terms and conditions of this Agreementhereof, the Issuing Lender agrees will, from time to time and for its own account and not on behalf of the Lenders, upon request by Borrower, issue letters one or more Letters of credit Credit for the account of Borrowers Borrower, provided that (each, an “L/C”i) or to purchase participations or execute indemnities, guarantees or reimbursement obligations the aggregate face amount of such Letters of Credit (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of including the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance amount of the requested date Letter of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address Credit but exclusive of the beneficiary thereof SBID Letter of Credit) does not exceed $500,000, and (ii) each Letter of Credit shall have an expiration date no later than one year from issuance or the Maturity Date. If the requested Letter of Credit will be an extension of the Underlying SBID Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying SBID Letter of Credit that is shall not be in an amount greater than the lesser of (i) $1,105,743.00 or (ii) the Borrowing Base minus the aggregate principal amount of all Revolving Loans. As an additional condition to be the subject issuance of an L/C Undertaking. The any Letter of Credit, Borrower shall execute and deliver Issuing Lender's customary Letter of Credit application and shall pay to Issuing Lender shall have no obligation to issue for its account only a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stationsfee, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loanspayable quarterly in advance, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on beginning with the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased January 1, April 1, July 1 and assumed, a participation in each Letter of CreditOctober 1 thereafter, in an amount equal to its Pro Rata Share the greater of (i) $500.00 or (ii) one and one-quarter percent (1.25%) per annum (pro-rated for periods of less than one year) of the Risk Participation Liability unfunded face amount thereof. Such Letter of Credit shall be issued in form satisfactory to Issuing Lender. The amount, if any, from time to time drawn by the beneficiary of a Letter of Credit shall be reimbursed and paid by Borrower to Issuing Lender ON DEMAND, or, at Issuing Lender's option, charged as a Revolving Loan to Borrower pursuant to SECTION 2.1(a), whether or not Borrower would then be entitled to an Advance for such amount pursuant to SECTION 2.1(a); Lenders are authorized to make any such Loan on the request of Issuing Lender; provided, however, if such Loan would cause the aggregate amount of the Loans then outstanding (including the Loan to be made with respect to the reimbursement of the Letter of Credit) to exceed the Borrowing Base, the amount of such Loan equal to such excess shall be made solely by the Lender who is also the Issuing Lender. The reimbursement obligations and all other obligations of Borrower to Issuing Lender with respect to all Letters of Credit shall be secured by Liens in the Collateral that rank PARI PASSU with the Liens of the Lenders in the Collateral; accordingly each Dollar realized on the Collateral and the proceeds thereof shall be shared by the Lenders, on the one hand, and each such Revolving the Issuing Lender, on the other hand, in the proportion that the Obligations (determined without inclusion of any Letter of Credit Lender agrees Exposure) and the Letter of Credit Exposure bears to pay to Collateral Agentone another; provided, for however, in determining the account Letter of Credit Exposure of the Issuing Lender, such Revolving all Letter of Credit Lender’s Pro Rata Share of Exposure, contingent or otherwise, shall be included in any payments made by calculation; provided, further, that if the Issuing Lender under such Letter receives any proceeds of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the on account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunderwhich, or (B) there at the time of receipt of the proceeds, may still be drawn upon and which thereafter expires without being drawn upon, then such proceeds shall be imposed reallocated among the Lenders and the Issuing Lender on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying basis of a new determination of Obligations and Letter of Credit Exposure. Prior to such reallocation or any the application of such proceeds to unpaid reimbursement obligations of Borrower to Issuing Lender, Issuing Lender shall hold such proceeds in an interest bearing cash collateral account (the "CASH COLLATERAL ACCOUNT") which shall be in the name of and under the sole dominion and control of Issuing Lender for the benefit of itself and Lenders pursuant to the terms hererof. Borrower agrees to execute and deliver to Issuing Lender such documentation with respect to the Cash Collateral Account as Issuing Lender may request and hereby pledges and grants to Issuing Lender, for the benefit of Issuing Lender and Lenders, a security interest in all such proceeds and funds held in the Cash Collateral Account from time to time and all interest thereon, claims and choses in action in respect thereof, and the proceeds thereof, as additional security for the payment of all amounts due in respect of the Letter of Credit issued pursuant hereto; and the result of the foregoing is to increaseExposure, directly whether or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, thennot then due, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoother Obligations.

Letter of Credit Facility. (ia) Subject to On the terms and subject to the conditions of contained in this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of on the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, Bank shall hand issue and deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue ANZ a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds in the amount of outstanding Revolving Credit Loans $10,000,000 and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent having an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the expiry date of receiptNovember 14, and, in 2001. Within fifteen Business Days before the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance expiry date of a Letter of Credit (or an amendment such shorter period as is acceptable to ANZ), L/C Bank shall issue and deliver to ANZ a replacement Letter of Credit increasing in exchange for the amount thereofexpiring Letter of Credit unless: (i) and without any further action order, judgment or decree of any Governmental Authority or arbitrator of which the L/C Bank is aware shall purport by its terms to enjoin or restrain the L/C Bank from issuing such Letter of Credit or any Governmental Rule applicable to the L/C Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Bank shall prohibit, or request that the L/C Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the L/C Bank is not otherwise compensated) not in effect on the part of date hereof or result in any loss, cost or expense which (A) was not applicable, in effect or known to the Issuing Lender or L/C Bank on the Revolving Credit Lenders with Revolving Credit Commitments, Closing Date and which the Issuing Lender shall be deemed L/C Bank in 21 29 Good Faitx xxxxx xxxerial to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitmentit, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed (B) the reimbursement of which is not provided for hereunder; (ii) after giving effect to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability issuance of such Letter of Credit, the Letter of Credit Obligations exceed an amount equal to $10,000,000; or (iii) fees due in connection therewith have not been paid. None of the Lenders (other than the Lender that is the L/C Bank) shall have any obligation to issue any Letters of Credit. (b) In no event shall the expiry date of any Letter of Credit fall after the Maturity Date. (c) Prior to the issuance of each Letter of Credit, Borrowers' Agent shall have delivered to the L/C Bank, if requested by the L/C Bank, a Letter of Credit Agreement, signed by Borrowers, and such other documents or items as L/C Bank may require pursuant to the terms thereof. (d) Immediately upon the issuance by the L/C Bank of a Letter of Credit, the L/C Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from the L/C Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Revolving Lender's Ratable Portion, in such Letter of Credit Lender agrees and the obligations of Borrowers with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto. (e) In determining whether to pay under any Letter of Credit, the L/C Bank shall not have any obligation relative to Collateral Agent, for Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the account requirements of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of Any action taken or omitted to be taken by the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of Bank under or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, if taken or liability that is caused by omitted in the absence of gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s accountmisconduct, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that put the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect Bank under any resulting liability to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (ivf) Each Borrower hereby authorizes and directs If the L/C Bank makes any Underlying Issuer to deliver payment under any Letter of Credit, Borrowers shall reimburse the L/C Bank on demand for the amount thereof, except to the Issuing Lender all instruments, documents, and other writings and property received by extent L/C Bank receives payment of such Underlying Issuer amount pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related applicationSection 3.3(g). (vg) Any and all chargesIf the L/C Bank makes any payment under any Letter of Credit, commissionsthe L/C Bank shall promptly notify Administrative Lender, feeswho shall promptly notify each Lender, and costs incurred by the Issuing each Lender relating shall promptly and unconditionally pay to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent Administrative Lender for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of L/C Bank the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter such Lender's Ratable Portion of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change payment in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect same day funds (and any successor thereto): (A) any reserveupon receipt, deposit, or similar requirement is or Administrative Lender shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on promptly pay the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost same to the Lenders L/C Bank), but in no event shall the aggregate of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof all such payments by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.Lender exceed such

Letter of Credit Facility. (a) The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this AgreementSection 2.03, (1) from time to time on any Business Day during the Issuing Lender agrees period from the Closing Date until the Letter of Credit Facility Expiration Date, to issue letters Letters of credit Credit denominated in Dollars or in one or more Alternative Currencies for the account of Borrowers (eachthe Borrower, an “L/C”) and to amend or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters renew Letters of credit Credit previously issued by an Underlying Issuer it, in accordance with Section 2.04 below, and (as 2) to honor drafts under the Letters of Credit; and (B) the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) Lenders severally agree to participate in Letters of Credit issued for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying Borrower; provided that the L/C or Issuer shall not be obligated to make any L/C Undertaking Credit Extension with respect to any Letter of Credit, and no Lender shall be amendedobligated to participate in, renewed, or extended, any Letter of Credit if as of the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or Credit Extension, the Dollar Equivalent of (v) the Outstanding Amount of all Letter of Credit Facility Obligations would exceed the Letter of Credit Facility Commitment. The Borrower’s ability to obtain Letters of Credit under the Letter of Credit Facility shall not be revolving. (ii) The L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as Issuer shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result after giving effect to the requested Letter of Creditif: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit; (B) any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall (1) prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (2) impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or (3) impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it, unless, in the case of clauses (2) or (3), the Borrower shall agree to compensate the L/C Issuer for and hold the L/C Issuer harmless from any loss, cost or expense incurred by it as a result of such Law or request or directive from such Governmental Authority pursuant to the terms of such documents as Borrower and Administrative Agent may agree; or (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Usage would exceed Expiration Date, unless all the amount by which the lesser Lenders have approved such expiry date. (iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (vA) the Aggregate Revolving L/C Issuer would have no obligation at such time to issue such Letter of Credit Commitments in its amended form under the terms hereof, or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the beneficiary of such Letter of Credit Usage would exceed $500,000. Borrowers and does not accept the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters proposed amendment to such Letter of Credit may Credit. (iv) The L/C Issuer shall be issued under no obligation to support letters of credit that already are outstanding as of the Closing Date. Each issue or amend any Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder andIssuer has received written notice from any Lender, thereafterthe Administrative Agent or any Loan Party, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment on or prior to the Issuing Lender or, Business Day prior to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt requested date of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and that one or more applicable conditions contained in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders Article IV shall not then be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lendersatisfied. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (i) Subject Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may require, and subject to the terms and conditions provisions of this AgreementARTICLE IV, the Issuing Lender agrees to Agent shall or any other Lender, in its sole discretion, may, issue letters of credit for the account of Borrowers the Borrower and for which a Specified Subsidiary is the co-applicant (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (the Agent and each such undertakingother Lender in such capacity being referred to as an "ISSUING LENDER"), an “L/C Undertaking”) with respect on terms as are satisfactory to letters such Issuing Lender; PROVIDED, HOWEVER, that no Letter of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer Credit will be Wxxxx Fargo) issued for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the an Issuing Lender and Collateral Agent if (reasonably in advance of the requested date of issuance, amendment, renewal, or extensioni) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, on the date of issuance, amendment, renewal, before or extension, after taking such Letter of Credit into account the date on which aggregate of all Revolving Credit Obligations exceeds the Maximum Revolving Credit Amount at such time; or (ii) the aggregate outstanding amount of the L/C or L/C Undertaking is to expireObligations exceeds $500,000; and PROVIDED, the amount of such L/C or L/C UndertakingFURTHER, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying that no Letter of Credit that shall be issued which has an expiration date later than the date which is to be five (5) Business Days immediately preceding the subject of an L/C UndertakingTermination Date. The Issuing Lender shall have no obligation to issue If the Borrower and a Specified Subsidiary apply for a Letter of Credit if from any Lender other than the Agent, the Borrower and Specified Subsidiary shall simultaneously notify the Agent of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the proposed amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the expiration date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, . The Agent shall promptly notify the Borrower and each the Lender to which such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments application has been made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect whether issuance of such Letter of Credit as provided in would comply with the terms of this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in fullSECTION 2.21. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. Xxxxxx agrees, in its sole discretion, to issue,, from time to time, Standby Letters of Credit (i) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “"S/L/C”'s") or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “for Xxxxxxxx's account. The total face amount of the S/I./C's may not exceed $ 1 00,000 in the aggregate at ally one time outstanding. ]'he amount of all outstanding S/L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, plus the amount of such outstanding advances under Paragraph 2, plus the amount of all draws under S/L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary C's that have not been reimbursed to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would may not exceed the amount by which the lesser of (vi) $15,000,000 and (ii) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of borrowing base provided in Paragraph 2 above, less the Compressed Sale Value of Eligible Stations, exceeds the face amount of all outstanding Revolving Credit Loans SLC's and the amount of outstanding Term Loans, or all draws under SLC's that have not been reimbursed to Lender. Borrower must execute I-ender standard documentation relating to S/L/C's (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date"SLC documents"). Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such S/L/C Disbursement to Issuing Lender by paying to Collateral Agent must have an amount equal to such expiry date of not later than November 1, 1997. Each S/L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest will accrue a commission at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times rate of 1.25% of the face amount of each Underlying Letter S/L/C, payable in advance at the time of Crediteach issuance or extension. In addition, that such Borrower must also pay all other usual and Customary fees charged by Lender in connection with the issuance charge may be changed from time to timeof, amendments to, and that draws under the Underlying Issuer also imposes a schedule S/L/C's. All of charges for amendmentsXxxxxxxx's present and future obligations to Lender in connection with SLC's are secured by all collateral security heretofore, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rulesimultaneously herewith, or regulation hereafter granted to Lender by Borrower for the purpose of securing any of Borrower's present or future obligations to Lender. This collateral includes but is not limited to Receivables and Inventory. If Borrower fails to make any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer payment due Lender under this Agreement or the Revolving Credit Lenders with any directionSLC documents, request, or requirement (irrespective Xxxxxx may charge Xxxxxxxx's loan account under the line of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as credit set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence Paragraph 2 above or may debit such amounts from any of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoBorrower's accounts at Lender.".

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, L/C Bank agrees promptly to issue one or more Letters of Credit at the request of Borrowers’ Agent for the account of Borrowers from time to time until ten days before the Maturity Date; provided, however, that L/C Bank shall not issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator of which L/C Bank is aware shall purport by its terms to enjoin or restrain L/C Bank from issuing such Letter of Credit or any Governmental Rule applicable to L/C Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Bank shall prohibit, or request that L/C Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon L/C Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which L/C Bank is not otherwise compensated) not in effect on the date hereof or result in any loss, cost or expense which (A) was not applicable, in effect or known to L/C Bank on the Closing Date and which L/C Bank in Good Xxxxx xxxxx material to it, and (B) the reimbursement of which is not provided for hereunder; (ii) L/C Bank shall have received written notice from Administrative Lender or Borrowers’ Agent, on or before the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article VII is not then satisfied; (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations exceed $5,000,000; (iv) the amount of the Letter of Credit requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. None of the Lenders (other than the Lender that is L/C Bank) shall have any obligation to issue any Letters of Credit. (b) In no event shall the expiry date of any Letter of Credit be more than one year for a standby Letter of Credit or fall after ten days before the Maturity Date. (c) Prior to the issuance of each Letter of Credit, Borrowers’ Agent shall have delivered to L/C Bank, if requested by L/C Bank, a Letter of Credit Agreement, signed by Borrowers, and such other documents or items as L/C Bank may require pursuant to the terms thereof. (d) In connection with the issuance of each Letter of Credit, Borrowers’ Agent shall give L/C Bank and Administrative Lender at least three Business Days prior written notice of the requested issuance of such Letter of Credit. Such notice shall be irrevocable and binding on Borrowers and shall specify (i) whether the Letter of Credit is to be a standby or commercial (documentary) Letter of Credit, (ii) the stated amount of the Letter of Credit requested, (iii) the date of issuance of such requested Letter of Credit (which day shall be a Business Day), (iv) the date on which such Letter of Credit is to expire (which date shall be a Business Day), (v) the Person for whose benefit the requested Letter of Credit is to be issued, and (vi) such other terms and conditions of the proposed Letter of Credit as are requested by Borrowers’ Agent and acceptable to L/C Bank. Such notice, to be effective, must be received by L/C Bank and Administrative Lender not later than 10:00 AM (Portland time) on the last Business Day on which notice can be given under the immediately preceding sentence. (e) Subject to the terms and conditions of this AgreementSection 3.4 and provided that the applicable conditions set forth in Article VII have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeBank shall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of Borrowers in accordance with the following would result after giving effect applicable request and L/C Bank’s usual and customary business practices and in a final form reasonably satisfactory to the requested Letter of Credit:Borrowers’ Agent. (Af) the Letter Immediately upon L/C Bank’s issuance of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement Bank shall be deemed to Issuing have sold and transferred to each Lender, and each Lender by paying shall be deemed irrevocably and unconditionally to Collateral Agent an amount equal to such have purchased and received from L/C Disbursement not later than 11:00 a.m.Bank, California timewithout recourse or warranty, on an undivided interest and participation, to the date that extent of such Lender’s Ratable Portion, in such Letter of Credit and the obligations of Borrowers with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto and each Lender’s Revolving Loan Commitment shall be deemed used to the extent of such Lender’s Ratable Portion of such Letter of Credit Obligations. (g) In determining whether to pay under any Letter of Credit, L/C Disbursement is made, if Borrowers Bank shall not have received written or telephonic notice any obligation relative to Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by L/C Disbursement prior to 10:00 a.m., California time, on such date, orBank under or in connection with any Letter of Credit, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, taken or omitted in the absence of such reimbursementgross negligence or willful misconduct, the shall not put L/C Disbursement immediately Bank under any resulting liability to any other Lender. (h) If L/C Bank makes any payment under any Letter of Credit, L/C Bank shall promptly notify Administrative Lender, who shall promptly notify each Lender, and automatically each Lender shall promptly and unconditionally pay to Administrative Lender for the account of L/C Bank the amount of such Lender’s Ratable Portion of such payment in same day funds (and upon receipt, Administrative Lender shall promptly pay the same to L/C Bank), which payment shall be deemed to be an Advance hereunder andand shall constitute a Revolving Loan that is a Prime Rate Loan made by such Lender to Borrowers; provided, thereafterhowever, that if the Swingline Lender so elects, and if a Swing Loan can be made in such amount, Administrative Lender shall bear interest at promptly notify the rate then applicable to Loans under Section 2.02. To the extent an Swingline Lender of such payment by L/C Disbursement is deemed to be an Advance hereunderBank, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Swingline Lender as their interests may appear. (ii) Promptly following receipt of a notice shall, and Borrowers hereby authorize the Swingline Lender to, pay to Administrative Lender for the account of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing Bank the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitmentssuch payment in same day funds, the Issuing Lender which payment shall be deemed to have granted be and assigned shall constitute a Swing Loan made by the Swingline Lender to each Borrowers. The Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment Loans shall be deemed made, or the Swing Loan may be made, as contemplated in the preceding sentence notwithstanding Borrowers’ failure to have purchased and assumedsatisfy the conditions set forth in Section 7.2. If Administrative Lender so notifies such Lender prior to 10:00 AM (Portland time) on any Business Day, a participation in each Letter of Credit, in an amount equal such Lender shall make available to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Administrative Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance L/C Bank its Ratable Portion of the foregoing, each Revolving Credit amount of such payment by 1:00 PM (Portland time) on such Business Day in same day funds. If and to the extent such Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees does not make its Ratable Portion available to pay to Collateral Agent, Administrative Lender for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank, such Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required agrees to be refunded repay to Borrowers for any reason. Each Revolving Credit Administrative Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover L/C Bank on demand such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate for each day from such date until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lenderdate paid. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations The failure of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing make available to Administrative Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of L/C Bank its Ratable Portion of any such payment shall not relieve any other Lender of its obligations hereunder. (i) The obligations of Lenders to make payments to Administrative Lender for the Issuing Lender; it being acknowledged account of L/C Bank with respect to Letters of Credit shall be irrevocable and agreed by each Borrower thatnot subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 3.4(g)), as including, without limitation, any of the Closing Datefollowing circumstances: (i) any lack of validity or enforceability of any of the other Loan Documents; (ii) the existence of any claim, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying setoff, defense or other right which Borrowers may have at any time against a beneficiary named in a Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect transferee of any Letter of Credit issued hereunder(or any Person for whom any such transferee may be acting), Administrative Lender, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including, without limitation, any underlying transaction between Borrower and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or (Biv) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent occurrence of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoDefault.

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, L/C Bank agrees promptly to issue one or more Letters of Credit at the request of Borrowers' Agent for the account of Borrowers from time to time until ten days before the Revolver Maturity Date; provided, however, that L/C Bank shall not issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator of which L/C Bank is aware shall purport by its terms to enjoin or restrain L/C Bank from issuing such Letter of Credit or any Governmental Rule applicable to L/C Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Bank shall prohibit, or request that L/C Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon L/C Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which L/C Bank is not otherwise compensated) not in effect on the date hereof or result in any loss, cost or expense which (A) was not applicable, in effect or known to L/C Bank on the Closing Date and which L/C Bank in Good Xxxxx xxxxx material to it, and (B) the reimbursement of which is not provided for hereunder; (ii) L/C Bank shall have received written notice from Administrative Lender or Borrowers' Agent, on or before the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article VII is not then satisfied; (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations exceed $5,000,000; (iv) the amount of the Letter of Credit requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. None of the Lenders (other than the Lender that is L/C Bank) shall have any obligation to issue any Letters of Credit. (b) In no event shall the expiry date of any Letter of Credit be more than one year for a standby Letter of Credit or fall after ten days before the Revolver Maturity Date. (c) Prior to the issuance of each Letter of Credit, Borrowers' Agent shall have delivered to L/C Bank, if requested by L/C Bank, a Letter of Credit Agreement, signed by Borrowers, and such other documents or items as L/C Bank may require pursuant to the terms thereof. (d) In connection with the issuance of each Letter of Credit, Borrowers' Agent shall give L/C Bank and Administrative Lender at least three Business Days prior written notice of the requested issuance of such Letter of Credit. Such notice shall be irrevocable and binding on Borrowers and shall specify (i) whether the Letter of Credit is to be a standby or commercial (documentary) Letter of Credit, (ii) the stated amount of the Letter of Credit requested, (iii) the date of issuance of such requested Letter of Credit (which day shall be a Business Day), (iv) the date on which such Letter of Credit is to expire (which date shall be a Business Day), (v) the Person for whose benefit the requested Letter of Credit is to be issued, and (vi) such other terms and conditions of the proposed Letter of Credit as are requested by Borrowers' Agent and acceptable to L/C Bank. Such notice, to be effective, must be received by L/C Bank and Administrative Lender not later than 10:00 AM (Portland time) on the last Business Day on which notice can be given under the immediately preceding sentence. (e) Subject to the terms and conditions of this AgreementSection 3.4 and provided that the applicable conditions set forth in Article VII have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeBank shall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of Borrowers in accordance with the following would result after giving effect applicable request and L/C Bank's usual and customary business practices and in a final form reasonably satisfactory to the requested Letter of Credit:Borrowers' Agent. (Af) the Letter Immediately upon L/C Bank's issuance of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement Bank shall be deemed to Issuing have sold and transferred to each Lender, and each Lender by paying shall be deemed irrevocably and unconditionally to Collateral Agent an amount equal to such have purchased and received from L/C Disbursement not later than 11:00 a.m.Bank, California timewithout recourse or warranty, on an undivided interest and participation, to the date that extent of such Lender's Ratable Portion, in such Letter of Credit and the obligations of Borrowers with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto and each Lender's Revolving Loan Commitment shall be deemed used to the extent of such Lender's Ratable Portion of such Letter of Credit Obligations. (g) In determining whether to pay under any Letter of Credit, L/C Disbursement is made, if Borrowers Bank shall not have received written or telephonic notice any obligation relative to Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by L/C Disbursement prior to 10:00 a.m., California time, on such date, orBank under or in connection with any Letter of Credit, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, taken or omitted in the absence of such reimbursementgross negligence or willful misconduct, the shall not put L/C Disbursement immediately Bank under any resulting liability to any other Lender. (h) If L/C Bank makes any payment under any Letter of Credit, L/C Bank shall promptly notify Administrative Lender, who shall promptly notify each Lender, and automatically each Lender shall promptly and unconditionally pay to Administrative Lender for the account of L/C Bank the amount of such Lender's Ratable Portion of such payment in same day funds (and upon receipt, Administrative Lender shall promptly pay the same to L/C Bank), which payment shall be deemed to be an Advance hereunder andand shall constitute a Revolving Loan that is a Prime Rate Loan made by such Lender to Borrowers; provided, thereafterhowever, that if the Swingline Lender so elects, and if a Swing Loan can be made in such amount, Administrative Lender shall bear interest at promptly notify the rate then applicable to Loans under Section 2.02. To the extent an Swingline Lender of such payment by L/C Disbursement is deemed to be an Advance hereunderBank, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Swingline Lender as their interests may appear. (ii) Promptly following receipt of a notice shall, and Borrowers hereby authorize the Swingline Lender to, pay to Administrative Lender for the account of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing Bank the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitmentssuch payment in same day funds, the Issuing Lender which payment shall be deemed to have granted be and assigned shall constitute a Swing Loan made by the Swingline Lender to each Borrowers. The Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment Loans shall be deemed made, or the Swing Loan may be made, as contemplated in the preceding sentence notwithstanding Borrowers' failure to have purchased and assumedsatisfy the conditions set forth in Section 7.2. If Administrative Lender so notifies such Lender prior to 10:00 AM (Portland time) on any Business Day, a participation in each Letter of Credit, in an amount equal such Lender shall make available to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Administrative Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance L/C Bank its Ratable Portion of the foregoing, each Revolving Credit amount of such payment by 1:00 PM (Portland time) on such Business Day in same day funds. If and to the extent such Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees does not make its Ratable Portion available to pay to Collateral Agent, Administrative Lender for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank, such Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required agrees to be refunded repay to Borrowers for any reason. Each Revolving Credit Administrative Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover L/C Bank on demand such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate for each day from such date until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lenderdate paid. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations The failure of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing make available to Administrative Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of L/C Bank its Ratable Portion of any such payment shall not relieve any other Lender of its obligations hereunder. (i) The obligations of Lenders to make payments to Administrative Lender for the Issuing Lender; it being acknowledged account of L/C Bank with respect to Letters of Credit shall be irrevocable and agreed by each Borrower thatnot subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 3.4(g)), as including, without limitation, any of the Closing Datefollowing circumstances: (i) any lack of validity or enforceability of any of the other Loan Documents; (ii) the existence of any claim, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying setoff, defense or other right which Borrowers may have at any time against a beneficiary named in a Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect transferee of any Letter of Credit issued hereunder(or any Person for whom any such transferee may be acting), Administrative Lender, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including, without limitation, any underlying transaction between Borrower and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or (Biv) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent occurrence of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoDefault.

Letter of Credit Facility. (ia) Subject to and upon the terms and conditions of this Agreementherein set forth, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) Account Party, or Interface on behalf of any L/C Account Party, may request, in accordance with respect to letters the provisions of credit issued by an Underlying Issuer (as of this Article IIA, that, on and after the Closing Date, the prospective Underlying Domestic L/C Issuer will be Wxxxx Fargo) issue one or more Domestic Letters of Credit for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or Account Party, and the UK Multicurrency L/C UndertakingIssuer issue one or more UK Multicurrency Letters of Credit for the account of such L/C Account Party; PROVIDED, HOWEVER, that any Letter of Credit to be so issued shall conform to the name following conditions and address requirements: (i) The Letter of Credit shall be in a form customarily used by the beneficiary thereof applicable L/C Issuer or in any other form requested by the L/C Account Party and approved by the applicable L/C Issuer; (or of the Underlying ii) No Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of than an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested IRB Letter of Credit: (A) , shall have an expiration date later than one year from the Letter date of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stationsissuance thereof, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each no Letter of Credit (and corresponding Underlying including any IRB Letter of Credit) shall be in form and substance acceptable have an expiration date later than the fifth (5th) Business Day prior to the Issuing Lender (in the exercise Maturity Date, regardless of its discretion)date of issuance; (iii) Each IRB Letter of Credit shall provide for the automatic reduction of amounts available to be drawn thereunder, including based upon the requirement that scheduled amortization of the amounts payable thereunder must principal amount of the industrial development revenue bonds supported thereby, in accordance with an amortization schedule approved by the Domestic L/C Issuer; (iv) No Letter of Credit shall be payable in Dollars. If Issuing Lender requested or issued having a stated amount less than $250,000 or the Dollar Equivalent thereof at the time of issuance; (v) No Letter of Credit shall be requested or issued if, after giving effect to such issuance, based on the Dollar Equivalent of all outstanding Extensions of the Credit, the aggregate outstanding principal amount of all Extensions of Credit would exceed the aggregate amount of all Lenders' Domestic Syndicated Loan Commitments; (vi) No Domestic Letter of Credit shall be requested or issued if, after giving effect to such issuance the Aggregate Domestic L/C Outstandings would exceed the lesser of (A) the Domestic Borrowing Limit, MINUS the amount of all outstanding Domestic Revolving Loans and (B) the aggregate Domestic L/C Subcommitments; (vii) No Domestic Letter of Credit shall be requested or issued if, after giving effect to such issuance, the Aggregate Domestic L/C Outstandings attributable or allocable to Domestic Letters of Credit with respect to which the Additional Domestic Borrower is obligated L/C Account Party would exceed the lesser of (A) $5,000,000 and (B) the 59 sum of (x) $10,000,000, MINUS (y) the aggregate principal amount of all Domestic Revolving Loans made to advance funds under a the Additional Domestic Borrower; (viii) No UK Multicurrency Letter of Credit shall be requested or issued if, after giving effect to such issuance, based on the Dollar Equivalent of all outstanding Extensions of Credit, Borrowers immediately shall reimburse such the Aggregate UK Multicurrency L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such Outstandings would exceed the lesser of (A) the UK Borrowing Limit, MINUS the sum of all outstanding UK Multicurrency Revolving Loans and (B) the aggregate UK Multicurrency L/C Disbursement not later than 11:00 a.m.Subcommitments; and (ix) Any such Letter of Credit shall be subject to the Uniform Customs and/or ISP98, California time, on as set forth in the date that application for such Letter of Credit or other applicable law as determined by the applicable L/C Disbursement is madeIssuer. Upon expiration or termination of the Domestic Syndicated Loan Commitments, if Borrowers the foregoing Domestic Letter of Credit and UK Multicurrency Letter of Credit facilities shall have received written automatically expire or telephonic terminate, as the case may be, without further action or notice hereunder. Upon expiration or termination of such the UK Multicurrency Syndicated Loan Commitments, the foregoing UK Multicurrency Letter of Credit facility shall automatically expire or terminate, as the case may be, without further action or notice hereunder. (b) Each Letter of Credit may provide that the applicable L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has Issuer may (but shall not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(irequired to), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding upon the occurrence or continuation of an Event of Default or Default and the acceleration of the maturity of the Loans, or the failure to satisfy exercise of any condition remedies set forth in Section 3 hereof. If Article IX, pay the beneficiary thereof or, if payment is not then due to the beneficiary, provide for the deposit of funds in an account to secure payment to the beneficiary and that any such Revolving Credit Lender fails funds so deposited shall be paid to make available to Collateral Agent the amount beneficiary of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit if conditions to such payment are satisfied, or returned to the applicable L/C Issuer for distribution to the Appropriate Co-Agent (or, if all Obligations shall have been indefeasibly paid in full, to the applicable L/C Account Party) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds as provided in this Section, Collateral Agent (for the account of the Issuing LenderSection 2A.01(b) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred treated for all purposes of this Agreement as a drawing duly honored by the Revolving Credit Lenders arising out of or in connection with any applicable L/C Issuer under the related Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (i) Subject to the terms and conditions of this Agreementhereof, and in the Lender's sole and absolute discretion, the Issuing Lender agrees Lender, upon the request of the Borrower from and after the Seventh Amendment Effective Date, may from time to issue time apply for, join in the application for, or guarantee payment or performance of, one or more letters of credit for the account of Borrowers (each, an “L/C”a "LETTER OF CREDIT") and any drafts or to purchase participations or execute indemnitiesacceptances thereunder; PROVIDED, guarantees or reimbursement obligations (each such undertakingHOWEVER, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as without in any way limiting the discretion of the Closing DateLender, that in no event shall (i) the prospective Underlying Issuer will aggregate amount of the Letter of Credit Liabilities, PLUS the aggregate principal amount of the Revolver Advances then outstanding exceed at any time the lesser of the Revolver Facility and the Revolver Borrowing Base as in effect at such time, (ii) the face amount of any Letter of Credit be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewalless than $50,000.00, or extension of an outstanding L/C or L/C Undertaking), (iii) the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested expiration date of issuance, amendment, renewal, or extensionany Letter of Credit extend beyond the earlier of (x) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying fifth Business Day preceding the L/C or L/C Undertaking to be amended, renewed, or extended, Termination Date and (y) the date twelve months following the date of such issuance, amendment, renewal, or extension, unless the Lender has approved such expiry date on which such L/C or L/C Undertaking is in writing (but never beyond the fifth Business Day prior to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicableTermination Date), and such other information as shall be necessary to preparePROVIDED, amendHOWEVER, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying that each Letter of Credit that is may be automatically extendible for periods of up to be one year (but never beyond the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a fifth Business Day preceding the Termination Date) so long as such Letter of Credit if any of provides that the following would result after giving effect Lender retains an option satisfactory to the requested Lender to terminate such Letter of Credit prior to each extension date. The following additional provisions shall apply to each Letter of Credit: (Aa) the The amount and extent of each Letter of Credit Usage would exceed and the amount terms and conditions thereof and of any drafts or acceptances thereunder, shall in all respects be determined solely by which or with the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) consent of the Compressed Sale Value of Eligible StationsLender in its sole and absolute discretion and shall be subject to change, exceeds modification and revision by the amount of outstanding Revolving Credit Loans Lender, at any time and the amount of outstanding Term Loans, orfrom time to time. (Bb) the On each day during which any Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursementoutstanding, the L/C Disbursement immediately and automatically Revolver Facility shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment utilized (in addition to the Issuing Lender or, aggregate amount of all Revolver Advances then outstanding) for all purposes hereof in an amount equal to the extent that Revolving then aggregate undrawn face amounts of all Letters of Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appearoutstanding. (iic) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment The Borrower hereby unconditionally agrees to fund its Pro Rata Share pay and reimburse the Lender on demand for the amount of any Advance deemed each payment made pursuant by the Lender to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance issuer of a Letter of Credit or otherwise constituting a Reimbursement Obligation, together with interest thereon at the ABR Rate from the date payment was made to the date on which payment is demanded by the Lender. Any such payment due from the Borrower and not paid on the required date shall bear interest at rates specified in Section 3.l(c). The Lender is hereby authorized, but shall not be obligated, to make any such payment to itself on behalf of the Borrower in whole or in part by making a Revolver Advance or by otherwise charging the account of the Borrower. (or an amendment d) Borrower shall pay to a the Lender monthly in advance in respect of each Letter of Credit increasing the amount thereof) and without any further action on the part a letter of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, credit commission in an amount (not less than $500) equal to its Pro Rata Share (x) one quarter of one percent (1/4%) per month on the Risk Participation Liability face amount of such Letter of Credit, and each such Revolving Credit Lender agrees either opened or amended (as to pay to Collateral Agent, expiry date or dollar amount) for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect entire term of such Letter of Credit as provided in this Section, Collateral Agent (including for the account purposes hereof the term of any time draft thereunder payable after the Issuing Lenderexpiry thereof); or (y) five sixteenths of one percent (5/16%) per month for each month (or partial month) during the term of such Letter of Credit (including for the purposes hereof the term of any time draft thereunder payable after the expiry thereof) during which the Loans bear interest at the rate set forth in Section 3. 1 (b). Upon and after the occurrence of an Event of Default, such commission shall be entitled increased by an amount equal to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three one sixth of one percent (31/6%) Business Days, then at the Base Rate until paid in fullper month. (iiie) Each All Reimbursement Obligations shall be repaid to the Lender solely in Dollars. (f) All Letters of Credit used to assist the Borrower hereby in importing goods and inventory shall be opened to cover actual importation of goods and inventory solely for the Borrower's account, and said goods will not be sold or transferred, other than to customers in the ordinary course of business, without our specific, prior written consent. (g) In addition to any indemnification hereunder, the Borrower unconditionally agrees to indemnify, save, defend, indemnify the Lender and hold the Revolving Credit Lenders Lender harmless from and against any and all loss, costclaim or liability arising from any transactions, expenseoccurrences, errors or omissions relating to any Letter of Credit; the goods acquired thereunder (the "Goods"); the documents evidencing the Goods (the "Documents"); any discrepant or nonconforming provisions thereof; steamship or airway guaranties, releases, indemnities or delivery orders or similar documents; any drafts or acceptances; and all Reimbursement Obligations hereunder, including, but not limited to, any such loss, claim or liability due to any action, errors or omissions attributable to the issuer, the Lender, any other entity, or liability, and reasonable attorneys’ fees incurred any other cause. The Borrower's unconditional obligation to the Lender hereunder shall not be modified or diminished for any reason or in any manner whatsoever. The Borrower agrees that any charges made by the Revolving Lender for the Borrower's account shall be conclusive on the Lender and may be repaid by the creation by Lender of a Revolver Advance or otherwise charged to the Borrower's account. (h) The Lender shall not be responsible for: the existence, character, quality, quantity, condition, packing, value or delivery of the goods purporting to be represented by any Documents; any difference or variation in the character, quality, quantity, condition, packing, value or delivery of the goods from that expressed in the Documents; the validity, sufficiency, or genuineness of any Documents or of any endorsements thereon, even if such Documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; any discrepant or nonconforming provisions in any Documents; the time, place, manner or order in which shipment is made; partial or incomplete shipment, or failure or omission to ship any or all of the goods referred to in any Letter of Credit Lenders arising out or Documents; any deviation from instructions; delay, default, or fraud by the shipper and/or anyone else in connection with the Goods or the shipping thereof; or any breach of contract between the shipper or vendors and the Borrower. Furthermore, without being limited by the foregoing, the Lender shall not be responsible for any act or omission taken or made in good faith with respect to or in connection with any of the Goods or the Documents. (i) The Borrower agrees that any action taken by the Lender, or any action taken by the issuer if taken in good faith, under or in connection with any Letter of Credit; provided, howeverthe guarantees, that no Borrower the drafts or acceptances, or the Goods or the Documents, shall be obligated hereunder binding on the Borrower and shall not put the Lender in any resulting liability to indemnify the Borrower. In furtherance thereof, the Lender shall have the full right and authority to take any of the following actions in the name of the Lender or the Borrower (and the Borrower agrees that it shall not have the right to take any such action without the Lender's express endorsement in writing): to clear and resolve any questions of non-compliance of Documents; to give any instructions as to acceptance or rejection of any Documents or Goods; to execute any and all applications for steamship or airways guarantees, releases, indemnities or delivery orders or similar documents; to grant any extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances, or documents; and to agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the applications, Letters of Credit, drafts or acceptances, all in the Lender's sole name; and the issuer shall be entitled to comply with and honor any and all such documents or instructions executed by or received solely from the Lender, all without any notice to or any consent from the Borrower. (j) The Borrower agrees that any necessary import, export or other licenses or certificates for the import or handling of the Goods will have been promptly procured; all foreign and domestic governmental laws and regulations in regard to the shipment and importation of the Goods, or the financing thereof will have been promptly and fully compiled with; and any certificates in that regard that the Lender may at any time request will be promptly furnished. In this connection, the Borrower warrants and represents that all shipments made under any such Letter of Credit will be in accordance with the governmental laws and regulations of the countries in which the shipments originate and terminate, and are not prohibited by any such laws and regulations. The Borrower assumes all risk and liability for, and agrees to pay and discharge, all present and future local, state, federal or foreign taxes, duties or levies. Any embargo, restriction, laws, customs or regulations of any country, state, city or other political subdivision, where the Goods are or may be located, or wherein payments are to be made, or wherein drafts may be drawn, negotiated, accepted, or paid, shall be solely the Borrower's risk, liability and responsibility. (k) Any rights, remedies, duties or obligations granted or undertaken by the Borrower to the issuer in any application for any loss, cost, expenseLetter of Credit, or liability that is caused any standing agreement relating to any Letter of Credit or otherwise, shall be deemed to have been granted to the Lender and apply in all respects to the Lender and shall be in addition to any rights, remedies, duties or obligations contained herein. (1) The obligations of the Borrower under this Agreement and any Letter of Credit Document to reimburse the Lender for a payment made by the gross negligence Lender to the issuer of a Letter of Credit or willful misconduct otherwise constituting a Reimbursement Obligation, and to repay any Revolver Advance made in respect thereof, shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each such other Letter of Credit Document under all circumstances, including the following: (i) any lack of validity or enforceability of this Agreement or any Letter of Credit Document; (ii) the existence of any claim, setoff, defense or other right that the Borrower may have at any time against any issuer, beneficiary, or any transferee of the Issuing Letter of Credit (or any Person for whom any such issuer, beneficiary or any such transferee may be acting), the Lender or any other Lender. Each Borrower agrees to be bound Person, whether in connection with this Agreement, the transactions contemplated hereby or by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit Documents or by Issuing Lender’s interpretations any unrelated transaction; (iii) any draft, demand, certificate or other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any L/C issued by Issuing Lender document required in order to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that make a drawing under the Revolving Credit Lenders shall not be liable for any error, negligenceLetter of Credit, or mistake, whether any defense based upon the failure of omission or commission, in following Borrowers’ instructions or those contained in any drawing under the Letter of Credit to conform to the terms of the Letter of Credit or any modifications, amendments, non-application or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred misapplication by the Revolving Credit Lenders under any L/C Undertaking as a result beneficiary of the Revolving Credit Lenders’ indemnification proceeds of any Underlying Issuersuch drawing; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer other circumstance or happening whatsoever, whether or not similar to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account any of the Issuing Lender; it being acknowledged and agreed by each Borrower thatforegoing, as of the Closing Dateincluding any other circumstance that might otherwise constitute a defense available to, or a discharge of, the issuance charge imposed by Borrower. To the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, extent that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect provision of any Letter of Credit issued hereunder, or (B) there shall be imposed on Document is inconsistent with the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter provisions of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectlythis Section 2.6, the cost to the Lenders provisions of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers this Section 2.6 shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretocontrol."

Letter of Credit Facility. (i) SECTION 3.1 L/C Commitment. Subject to the terms and conditions (including without limitation Section 4.4) of this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.5, agrees to issue standby letters of credit for the account ("Letters of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx FargoCredit") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of any Business Day from the Borrowers, shall hand deliver or telecopy Closing Date to the date which is five (or transmit by electronic communication, if arrangements for doing so have been 5) Business Days prior to the Revolving Credit Termination Date in such form as may be approved from time to time by the Issuing Lender) to ; provided, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to the requested Letter of Credit: such issuance, (Aa) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of L/C Commitment or (vb) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the aggregate principal amount of outstanding Revolving Credit Loans and Loans, plus the aggregate principal amount of outstanding Term Swingline Loans, or (B) plus the Letter aggregate amount of Credit Usage L/C Obligations would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of Commitment less the Closing DateBlocked Portion. Each Letter of Credit shall (and corresponding Underlying i) be denominated in Dollars in a minimum amount of $1,000,000 (other than any Existing Letter of Credit), (ii) shall be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in form the ordinary course of business, (iii) have a term of no more than one (1) year (subject to automatic renewal for additional one (1) year periods under terms and substance acceptable conditions satisfactory to the Issuing Lender and the Administrative Agent), (iv) expire on a date not later than the fifth (5th) Business Day prior to the Revolving Credit Termination Date and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the exercise of its discretion), including Application or as determined by the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to advance funds under a issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on unless the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice context otherwise requires. Each Existing Letter of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically Credit shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) issued and without any further action outstanding under this Agreement on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoSecond Amendment Effective Date.

Letter of Credit Facility. (i) SECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters standby Letters of credit Credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Borrower on any Business Day from the Closing Date, Date through but not including the prospective Underlying Issuer will Revolving Credit Maturity Date in such form as may be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved from time to time by the Issuing Lender) to ; PROVIDED, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to the requested Letter of Credit: such issuance, (Aa) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of L/C Commitment or (vb) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the aggregate principal amount of outstanding Revolving Credit Loans and Loans, PLUS the aggregate principal amount of outstanding Term Swingline Loans, or (B) PLUS the Letter aggregate amount of Credit Usage L/C Obligations would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Datethen applicable Borrowing Limit. Each Letter of Credit shall (and corresponding Underlying Letter i) be denominated in Dollars in a minimum amount of $100,000 (other than the Existing Foreign Currency Letters of Credit), (ii) shall be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in form and substance acceptable the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender Lender, which date shall be no later than ninety (90) Business Days prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender Application or as determined by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender orand, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse not inconsistent therewith, the Issuing Lender, then to such Revolving Credit Lenders and laws of the State of North Carolina. The Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant shall not at any time be obligated to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of issue any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of hereunder if such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a)issuance would conflict with, or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of cause the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender Participant to or for such Borrower’s accountexceed any limits imposed by, even though this interpretation may be different from such Borrower’s own, any Applicable Law. References herein to "issue" and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless derivations thereof with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account also include extensions or modifications of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter any existing Letters of Credit, that such issuance charge may be changed from time to time, and that unless the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewalscontext otherwise requires. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (i) Subject to 3. 1Issuance. Each LC Issuer hereby agrees, on the terms and conditions of set forth in this Agreement, the Issuing Lender agrees to issue standby letters of credit for the account of Borrowers denominated in U.S. dollars (each, an a “L/CFacility LC”) or and to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, extend, increase, decrease or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: otherwise modify each Facility LC (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, “Modify,” and each such Revolving Credit Lender agrees action a “Modification”), from time to pay time from and including the Closing Date and prior to Collateral Agent, for the account Termination Date upon the request of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of CreditCompany; provided, however, that in no Borrower event shall be obligated hereunder to indemnify for any loss(i) immediately after each such Facility LC is issued or Modified, costthe Aggregate Outstanding Credit Exposure exceed the Available Aggregate Commitment, expense(ii) immediately after each such Facility LC is issued or Modified, or liability that is caused by the gross negligence or willful misconduct amount of the Issuing Lender LC Obligations exceed $50,000,000, (iii) immediately after each such Facility LC is issued or any other Lender. Each Borrower agrees to be bound by Modified, the Underlying Issuer’s regulations and interpretations LC Obligations in respect of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C all Facility LCs issued by Issuing Lender to or for any LC Issuer exceed $25,000,000, as such Borrower’s account, even though this interpretation amount may be different increased or decreased from such Borrower’s owntime to time with the written consent of the Company, the Agent and each Borrower understands and agrees LC Issuer (provided that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, increase in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless amount with respect to any lossLC Issuer, costand any subsequent decrease in such amount to an amount equal to $25,000,000 or more, expense (including reasonable attorneys fees), or liability incurred by shall only require the Revolving Credit Lenders under any L/C Undertaking as a result consent of the Revolving Credit Lenders’ indemnification of any Underlying Company and such LC Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. ) and (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of Facility LC (x) any change in any applicable lawbe issued later than 30 days prior to the scheduled Termination Date, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by have an expiry date later than the Underlying Issuer or earlier of (1) the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period date one year after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of the issuance of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shallFacility LC (or, in the absence case of manifest any renewal or demonstrable errorextension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts. Notwithstanding the foregoing, the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be final and conclusive and binding deemed to be “Facility LCs” issued on the Closing Date for all purposes of the parties heretoCredit Documents.

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, each Issuer agrees to issue one or more Letters of Credit at the request of the Borrower for the account of the Borrower from time to time during the period commencing on the date hereof and ending on the Termination Date; provided, however, that no Issuer shall issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in effect on the date hereof or result in any unreimbursed loss, cost or expense which was not applicable, in effect or known to such Issuer as of the date hereof and which such Issuer in good faitx xxxxx xxxerial to it; (ii) such Issuer shall have received written notice from any Lender Party or the Borrower, on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article III is not then satisfied; (iii) the amount of the Letter of Credit requested exceeds the Available Credit or, upon the issuance of the requested Letter of Credit, the Letter of Credit Undrawn Amounts would exceed $35,000,000; or (iv) fees due in connection with a requested issuance have not been paid. None of the Lender Parties (other than the Issuers) shall have any obligation to issue any Letters of Credit. (b) In no event shall: (i) the expiration date of any Letter of Credit be more than one year after the date of issuance thereof, nor shall the expiration date of any Letter of Credit fall after the date that is 60 days prior to the Termination Date; except that any such Letter of Credit may also be on the following terms: such Letter of Credit shall have an initial one year term which shall be automatically extended for successive one-year terms (but in no case may such Letter of Credit be extended such that its expiration date falls after the date that is 60 days prior to the Termination Date); provided, however, that such a Letter of Credit shall not be automatically extended if either (A) the beneficiary of such Letter of Credit is sent a notice that an Event of Default shall have occurred and be continuing at any time prior to the date that is 30 days prior to the date of such extension or (B) the Borrower requests in writing no later than 40 days prior to the date of such extension that the term of such Letter of Credit shall not be extended; or (ii) any Issuer issue any Letter of Credit for the purpose of supporting the issuance of any letter of credit by any other Person except with the prior written consent of the Agent. (c) Prior to the issuance of each Letter of Credit, and as a condition of such issuance and of the participation of each Lender (other than the Issuer thereof) in the Letter of Credit Obligations arising with respect thereto, the Borrower shall have delivered to the Issuer thereof a letter of credit reimbursement agreement, in a form satisfactory to the Issuer (as the same as may be amended or otherwise modified, a "Letter of Credit Reimbursement Agreement"), signed by the Borrower, and such other documents or items as may be required pursuant to the terms thereof or otherwise reasonably required by the Issuer. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern. (d) In connection with the issuance of each Letter of Credit, the Borrower shall give the Issuer thereof and the Agent at least two Business Days' prior (e) Subject to the terms and conditions of this AgreementSection 2.17 and provided that the applicable conditions set forth in Article III have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representativeshall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of the following would result after giving effect to Borrower in accordance with the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans Issuer's usual and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appearcustomary business practices. (iif) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By Immediately upon the issuance by an Issuer of a Letter of Credit (or an amendment to a Letter in accordance with the terms and conditions of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitmentsthis Agreement, the Issuing Lender such Issuer shall be deemed to have granted sold and assigned transferred to each Revolving Credit Lender with a Revolving Credit CommitmentLender, and each Revolving Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Ratable Portion, in such Letter of Credit Lender and the obligations of the Borrower with a respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto and each Lender's Revolving Credit Commitment shall be deemed used to have purchased and assumed, a participation in each the extent of such Lender's Ratable Portion of such Letter of Credit Obligations. (g) In determining whether to pay under any Letter of Credit, in an amount equal no Issuer shall have any obligation relative to its Pro Rata Share the Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the Risk Participation Liability requirements of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), Any action taken or of any reimbursement payment required omitted to be refunded to Borrowers for taken by any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of Issuer under or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, if taken or liability that is caused by omitted in the absence of gross negligence or willful misconduct of misconduct, shall not put such Issuer under any resulting liability to any Lender, or diminish the Issuing Lender Agent's or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated 's obligations hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit LenderIssuer. (ivh) Each Borrower hereby authorizes and directs In the event that any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying makes any payment under any Letter of Credit and the related application. (v) Any and all chargesBorrower shall not have repaid such amount to such Issuer pursuant to Section 2.17(l), commissionssuch Issuer shall promptly notify the Agent, feeswhich shall promptly notify each Lender of such failure, and costs incurred by each Lender shall promptly and unconditionally pay to the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of such Issuer the Issuing amount of such Lender; it being acknowledged 's (i) Whenever any Issuer receives a payment of a Reimbursement Obligation as to which the Agent has received for the account of such Issuer any payment from a Lender pursuant to Section 2.17(h) (and agreed by each Borrower that, as of the Closing Datesuch amount has been paid to such Issuer), the issuance charge imposed by Issuer shall pay to the prospective Underlying Issuer is .825% per annum times Agent such amount so received and the face Agent shall promptly pay to each Lender which has paid such Lender's Ratable Portion thereof, in same day funds, an amount of each Underlying Letter of Credit, that equal to such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewalsLender's Ratable Portion thereof. (vij) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in Upon the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) request of any Governmental Authority or monetary authority includingLender, Regulation D of the Federal Reserve Board as from time each Issuer shall furnish to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect such Lender copies of any Letter of Credit issued hereunder, orReimbursement Agreement to which such Issuer is a party and such other documentation as may reasonably be requested by such Lender. (Bk) there The obligations of the Lenders to make payments to the Agent for the account of each Issuer with respect to Letters of Credit shall be imposed on irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the Underlying Issuer or the Revolving Credit Lenders terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 2.17(g)), including, without limitation, any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.following circumstances:

Letter of Credit Facility. (ia) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters Letters of credit for Credit from time to time until thirty (30) days prior to the account Revolving Credit Termination Date, on the terms set forth herein, including the following: (i) Each Borrower acknowledges that Lender’s willingness to issue any Letter of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) Credit is conditioned upon its receipt of a Letter of Credit Application with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and well as such other information instruments and agreements as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLender may customarily require for issuance of a letter of credit of similar type and amount. If requested by To the Issuing Lender, the Borrowers also shall be applicants under the application with respect to extent any Underlying provision of any Letter of Credit that Application or other such instrument of agreement overlaps or is inconsistent with any provision of any other Loan Document, the provision of such Loan Document shall be deemed to govern and apply and the provision of such Letter of Credit Application, instrument or agreement shall be deemed to be the subject of an L/C Undertakingno force or effect. The Issuing Lender shall have no obligation to issue any Letter of Credit unless (i) it receives a request for a Letter of Credit if any and a Letter of the following would result after giving effect Credit Application not later than (A) 11:00 a.m. at least two (2) Business Days prior to the requested Letter date of Credit: issuance for Letters of Credit denominated in Dollars and (AB) 11:00 a.m. at least five (5) Business Days prior to the requested date of issuance for Letters of Credit Denominated in any Alternative Currency; and (ii) each Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, orCondition is satisfied. (Bii) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued requested by a Borrower to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (obligations incurred in the exercise Ordinary Course of its discretion)Business, including the requirement that the amounts payable thereunder must be payable in Dollarsor as otherwise approved by Lender. If Issuing Lender is obligated to advance funds under a Letter of CreditIncrease, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written renewal or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance extension of a Letter of Credit (or an amendment to shall be treated as issuance of a new Letter of Credit, except that Lender may require a new Letter of Credit increasing the amount thereofApplication in its discretion. (iii) and without any further action on the part The obligation of the Issuing Borrowers to reimburse Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to for each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in drawing under each Letter of Credit, and to repay each Letter of Credit Borrowing shall be joint and several and absolute, unconditional and irrevocable, and shall be paid strictly in an amount equal to its Pro Rata Share accordance with the terms of this Agreement under all circumstances, including the Risk Participation Liability following:(A) any lack of validity or enforceability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agentthis Agreement, for or any other agreement or instrument relating thereto; (B) the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share existence of any payments made claim, counterclaim, set-off, defense or other right that any Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (C) any draft, demand, certificate or other document or endorsement presented under or in connection with such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the Issuing transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (D) any payment by Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit. In consideration and , or any payment made by the Lender (in furtherance its capacity as a Letter of Credit issuer) under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, each Revolving Credit Lender with including any other circumstance that might otherwise constitute a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a)defense available to, or of a discharge of, any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit LenderSubsidiary. (iv) Each Borrower hereby authorizes and directs assumes all risks of the acts or omissions of any Underlying Issuer beneficiary or transferee with respect to deliver its use of any Letter of Credit. Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the Issuing Lender all instruments, documentscontrary, and other writings and property received by such Underlying Issuer pursuant Lender shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to such Underlying endorse, transfer or assign a Letter of Credit and or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related applicationbe invalid or ineffective for any reason. (v) Any and all chargesNotwithstanding anything herein to the contrary, commissionsnothing in this Agreement shall impair, feesdiminish or affect the Lender’s liability for, and costs incurred by the Issuing or prevent a Borrower from asserting a claim against Lender relating for (A) its gross negligence or willful misconduct or (B) honoring a demand for payment or making a payment with respect to Underlying Letters a Letter of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for where the account documents presented in connection with such transfer or payment did not substantially comply with the requirements of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, ; provided that such issuance charge the Lender may be changed from time liable to timea Borrower, and that to the Underlying Issuer also imposes extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves, as determined by a schedule final nonappealable judgment of charges for amendmentsa court of competent jurisdiction, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance were caused by the Underlying Issuer Lender’s willful misconduct or gross negligence or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time Lender’s failure to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of pay under any Letter of Credit issued hereunder, or (Bafter the presentation to it by the beneficiary of a sight or time draft and certificate(s) there shall be imposed on strictly complying with the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying terms and conditions of a Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoCredit.

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, Bank agrees promptly to issue one or more Letters of Credit at the request of Borrower for the account of Borrower from time to time until thirty (30) days prior to the Maturity Date; provided, however, that Bank shall not issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator of which Bank is aware shall purport by its terms to enjoin or restrain Bank from issuing such Letter of Credit or any Governmental Rule applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Bank shall prohibit, or request that Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which Bank is not otherwise compensated) not in effect on the date hereof or result in any loss, cost or expense that (A) was not applicable, in effect or known to Bank on the Closing Date and which Bank in Good Faith deems material to it, and (X) xxx xxxxbursement of which is not provided for hereunder; (ii) any of the applicable conditions contained in Article VI is not then satisfied; (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations exceed $5,000,000; (iv) the amount of the Letter of Credit requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. (b) In no event shall the expiry date of any Letter of Credit be more than one year or fall after ten (10) days prior to the Maturity Date. (c) Prior to the issuance of each Letter of Credit, Borrower shall have delivered to Bank, if requested by Bank, a Letter of Credit Agreement, signed by Borrower, and such other documents or items as Bank may require pursuant to the terms thereof. (d) In connection with the issuance of each Letter of Credit, Borrower, through an Authorized Representative, shall give Bank at least four (4) Business Days' prior written notice (a "Letter of Credit Request"), in substantially the form of Exhibit E, of the requested issuance of such Letter of Credit. Such notice shall be irrevocable and binding on Borrower and shall specify (i) the stated amount of the Letter of Credit requested, (ii) the date of issuance of such requested Letter of Credit (which day shall be a Business Day), (iii) the date on which such Letter of Credit is to expire (which date shall be a Business Day), (iv) the Person for whose benefit the requested Letter of Credit is to be issued, and (v) such other terms and conditions of the proposed Letter of Credit as are requested by Borrower and acceptable to Bank. Such notice, to be effective, must be received by Bank not later than 11:00 a.m. (Seattle time) on the last Business Day on which notice can be given under the immediately preceding sentence. (e) Subject to the terms and conditions of this AgreementSection 2.2 and provided that the applicable conditions set forth in Article VI have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeBank shall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of Borrower in accordance with the following would result after giving effect to the requested Letter of Credit: (A) the applicable Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans Request and the amount of outstanding Term Loans, orBank's usual and customary business practices and in a final form reasonably satisfactory to Borrower. (Bf) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds Bank makes any payment under a any Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically payment shall be deemed to be an Advance hereunder and, thereafter, and shall bear interest at the rate then applicable constitute a Prime Rate Loan made by Bank to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments Borrower pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear2.1(a). (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (i) SECTION 3.1 L/C Commitment. --------------- Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the L/C Participants set forth in Section 3.4(a), agrees to issue standby letters of credit for the account ("Letters of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx FargoCredit") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of any Business Day from the Borrowers, shall hand deliver or telecopy Closing Date through but not including the fifth (or transmit 5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuanceAdministrative Agent; provided, amendment, renewal, or extension) a notice requesting that the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit if any of the following would result if, after giving effect to the requested Letter of Credit: such issuance, (Aa) the Letter of Credit Usage L/C Obligations would exceed the amount by which the lesser of L/C Commitment or (vb) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the aggregate principal amount of outstanding Revolving Credit Loans and Loans, plus the aggregate principal amount of outstanding Term Swingline Loans, or (B) plus the Letter aggregate amount of Credit Usage L/C Obligations would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing DateCommitment. Each Letter of Credit (and corresponding Underlying Letter other than the Existing Letters of Credit) shall (i) be in form and substance acceptable a minimum amount of $25,000 unless otherwise agreed to by the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender and the Administrative Agent, which date shall be no later than the earlier of (A) one (1) year after the date of its issuance (but any Letter of Credit issued hereunder may, by its terms and consistent with the terms hereof, be renewable annually with the consent of the Issuing Bank), and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the exercise of its discretion), including Application or as determined by the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated and, to advance funds under the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Credit issued and outstanding hereunder. The Issuing Lender by paying shall not at any time be obligated to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m.issue, California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, and the L/C Disbursement immediately and automatically Participants shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ have no obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of participate in, any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of hereunder if such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a)issuance would conflict with, or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of cause the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender Participant to or for such Borrower’s accountexceed any limits imposed by, even though this interpretation may be different from such Borrower’s own, any Applicable Law. References herein to "issue" and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless derivations thereof with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account also include extensions or modifications of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter any existing Letters of Credit, that such issuance charge may be changed from time to time, and that unless the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewalscontext otherwise requires. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the L/C Lenders set forth in this AgreementSection 2.01, (1) from time to time on any Business Day during the Issuing Lender agrees period from the Effective Date until the Letter of Credit Expiration Date, to issue letters Letters of credit Credit denominated in Dollars for the account of Borrowers the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.01(b), and (each, an “L/C”2) or to purchase participations or execute indemnities, guarantees or reimbursement obligations honor drawings under the Letters of Credit; and (each such undertaking, an “B) the L/C Undertaking”) with respect Lenders severally agree to letters participate in Letters of credit Credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C or an Credit Extension with respect to any Letter of Credit, (x) no L/C Undertaking (or Lender’s Applicable Percentage of the amendment, renewal, or extension Outstanding Amount of an outstanding all L/C or L/C Undertaking), Obligations shall exceed such Lender’s Letter of Credit Commitment and (y) the Borrower Representative, on behalf Outstanding Amount of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C Obligations shall not exceed the Letter of Credit Facility. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Undertaking Credit Extension so requested complies with the conditions set forth in the proviso to be amendedthe preceding sentence. Within the foregoing limits, renewed, or extendedand subject to the terms and conditions hereof, the date Company’s ability to obtain Letters of issuanceCredit shall be fully revolving, amendmentand accordingly the Company may, renewalduring the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or extensionthat have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the date on which Effective Date shall be subject to and governed by the terms and conditions hereof. Each L/C Lender severally agrees to make L/C Advances from time to time during the Availability Period up to an outstanding principal amount equal to its Letter of Credit Commitment; provided that after giving effect to such L/C or Advances, no L/C Undertaking is to expire, Lender’s Applicable Percentage of the amount Outstanding Amount of such all L/C or Obligations shall exceed such Lender’s Letter of Credit Commitment. (ii) The L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as Issuer shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to not issue any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Creditif: (A) subject to Section 2.01(b)(iii), the expiry date of such requested Letter of Credit Usage would exceed occur more than twelve months after the amount by which date of issuance or last extension, unless the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, Required L/C Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit Usage would exceed $500,000. Borrowers and occur after the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion)Expiration Date, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, unless all the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an Lenders have approved such expiry date. (iii) The L/C Disbursement is deemed to Issuer shall not be an Advance hereunder, Borrowers’ under any obligation to reimburse such issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment Issuer from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of issuing such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees Law applicable to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. request or directive (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, whether or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether not having the force of law) of from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or monetary authority includingrequest that the L/C Issuer refrain from, Regulation D the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of the Federal Reserve Board as from time L/C Issuer applicable to time in effect (and any successor thereto):letters of credit generally; (AC) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any reserveLender is at that time a Defaulting Lender, depositunless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or similar requirement such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.19(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit is to be used as support for any rent or lease payment of any Person. (iv) The L/C Issuer shall be imposed or modified in respect of not amend any Letter of Credit issued hereunder, or (B) there shall if the L/C Issuer would not be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying permitted at such time to issue such Letter of Credit or in its amended form under the terms hereof. (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit issued pursuant hereto; and if (A) the result of the foregoing is L/C Issuer would have no obligation at such time to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to reduce such Letter of Credit. (vi) The L/C Issuer shall act on behalf of the amount receivable in L/C Lenders with respect thereof to any Letters of Credit issued by it and the Revolving Credit Lenders, thendocuments associated therewith, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers L/C Issuer shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on have all of the parties heretobenefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Facility. (ia) Subject to Upon the terms and conditions of and relying on the representations and warranties contained in this Agreement, the Issuing Lender Agent, as issuing bank for the Lenders, agrees from the date of this Agreement until the date which is thirty days prior to the Commitment Termination Date, to issue letters on behalf of credit the Lenders in their respective Percentage Shares Letters of Credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf and to renew and extend such Letters of the Borrowers, Credit. Letters of Credit shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amendedissued, renewed, or extendedextended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of the Borrower therefor and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as the Borrower may request; provided, however, that (i) no Letter of Credit shall have an expiration date which is more than 365 days after the issuance thereof or subsequent to the Final Maturity, (ii) each automatically renewable Letter of issuance, amendment, renewal, or extension, Credit shall provide that it may be terminated by the Agent at its then current expiry date on which such L/C or L/C Undertaking is by not less than 30 days' written notice by the Agent to expire, the amount beneficiary of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as (iii) the Agent shall not be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation obligated to issue a any Letter of Credit if any of (A) the following face amount thereof would result exceed the Available Commitment, or (B) after giving effect to the requested Letter issuance thereof, (I) the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the lesser of Credit:the Maximum Commitment Amount or the Borrowing Base, or (II) the L/C Exposure would exceed $5,000,000. (Ab) the Prior to any Letter of Credit Usage would exceed the amount by which the lesser Payment in respect of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a any Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing each Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at a participant through the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment with respect to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a relevant Letter of Credit (or an amendment to a Letter of Credit increasing in the amount thereof) and without any further action on the part obligation of the Issuing Lender or Agent, as the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each issuer of such Letter of Credit, in an amount equal to its Pro Rata the Percentage Share of such Lender of the Risk Participation Liability maximum amount which is or at any time may become available to be drawn thereunder. Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), such Lender shall be treated as having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Agent in the obligation of the Borrower to reimburse the Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by the Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. (c) Each Lender shall be unconditionally and irrevocably liable, without regard to the occurrence of any Default or Event of Default, to the extent of the Percentage Share of such Lender at the time of issuance of each Letter of Credit, to reimburse, on demand, the Agent, as the issuer of such Revolving Credit Lender agrees to pay to Collateral AgentLetter of Credit, for the account amount of the Issuing Lender, such Revolving each Letter of Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender Payment under such Letter of Credit. In consideration and in furtherance Each Letter of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required Payment shall be deemed to be refunded a Floating Rate Loan by each Lender to Borrowers for any reason. Each Revolving Credit the extent of funds delivered by such Lender to the Agent with a Revolving Credit Commitment acknowledges and agrees that its obligation respect to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) Payment and shall to such extent be deemed a Floating Rate Loan under and shall be entitled to recover evidenced by the Note of such amount on Lender and shall be payable by the Borrower upon demand from such Revolving Credit Lender together with interest thereon at by the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in fullAgent. (iiid) Each Borrower hereby agrees to indemnifyEACH LENDER AGREES TO SEVERALLY INDEMNIFY THE AGENT, saveAS THE ISSUER OF EACH LETTER OF CREDIT, defendAND THE OFFICERS, and hold the Revolving Credit Lenders harmless from any lossDIRECTORS, costEMPLOYEES, expenseAGENTS, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (including reasonable attorneys feesTO THE EXTENT NOT REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying IssuerRATABLY ACCORDING TO THE PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, ANY TIME FOLLOWING THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED, INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES; providedPROVIDED THAT NO LENDER (OTHER THAN THE AGENT AS THE ISSUER OF A LETTER OF CREDIT) SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, howeverOBLIGATIONS, that no Borrower shall be obligated hereunder to indemnify for any lossLOSSES, costDAMAGES, expensePENALTIES, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit LenderACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE WHETHER SOLE OR CONCURRENT OR WILLFUL MISCONDUCT OF THE AGENT AS THE ISSUER OF A LETTER OF CREDIT. THE AGREEMENTS IN THIS SECTION 2.2(D) SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (i) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “"L/C”") or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “"L/C Undertaking”") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. If at the time any L/C is issued, (A) the Issuer waives any conditions precedent to such L/C; or (B) a Default has occurred and is continuing, the Issuer shall get the Administrative Agent's consent to such L/C prior to issuing such L/C. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ ' obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s 's Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s 's Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s 's Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to jointly and severally indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ ' fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s 's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s 's interpretations of any L/C issued by Issuing Lender to or for such Borrower’s 's account, even though this interpretation may be different from such Borrower’s 's own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ ' instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to jointly and severally indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ ' indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s 's instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit Facility. (ia) LETTER OF CREDIT AVAILABILITY. Subject to the terms and conditions of this AgreementAgreement (including the amount limitations set forth in PARAGRAPH 2.03), ABN (in its capacity as the Issuing Lender issuer of letters of credit under this PARAGRAPH 2.02, "ISSUING BANK") agrees to issue on behalf of Borrower from time to time during the period beginning on the Closing Date and ending on the Maturity Date such standby letters of credit as Borrower may request under this PARAGRAPH 2.02 (individually, a "LETTER OF CREDIT"); PROVIDED, HOWEVER, as follows: (i) The aggregate amount available for drawing under all Letters of Credit at any time outstanding plus the account aggregate amount of Borrowers all Reimbursement Obligations at any time outstanding shall not exceed Fifty Million Dollars (each, an “L/C”$50,000,000) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Dateamount, the prospective Underlying Issuer will be Wxxxx Fargo"LC COMMITMENT") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying each Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender a face amount of not less than Five Hundred Thousand Dollars (in the exercise of its discretion$500,000), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section 2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Each Letter of Credit (or shall be an amendment to a irrevocable standby Letter of Credit increasing issued to secure (a) trade payables in the amount thereof) and without any further action ordinary course of Borrower's business (provided such trade payables are not overdue on the part date of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability issuance of such Letter of Credit) or other financial obligations of Borrower (other than (1) trade payables which are overdue or (2) any other financial obligations of Borrower under which a default or any event which with the giving of notice or lapse of time or both would constitute a default exists) (individually, and each such Revolving Credit Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a"FINANCIAL PERFORMANCE LETTER OF CREDIT"), or (b) non-financial obligations of any reimbursement payment required Borrower to be refunded to Borrowers for any reasonperform in the ordinary course of Borrower's business (individually, a "NON- FINANCIAL PERFORMANCE LETTER OF CREDIT"). Each Revolving Credit Lender with Whether a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account is a Financial Performance Letter of the Issuing Lender) Credit or a Non-Financial Performance Letter of Credit shall be entitled to recover such amount on demand from such Revolving Credit Lender together determined by Issuing Bank in its reasonable discretion in accordance with interest thereon at the Federal Funds Rate until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in fullits usual custom and procedures taking into account applicable federal and state bank regulations and opinions. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit shall expire on or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender prior to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit LenderMaturity Date. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instrumentsExcept as otherwise provided herein, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying each Letter of Credit shall be governed by the Uniform Customs and Practices for Documentary Credits as most recently published by the International Chamber of Commerce (the "UCP") prior to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with date of issuance of such Underlying Letter of Credit and the related applicationterms of the UCP are hereby incorporated by reference with respect to each Letter of Credit. (v) Any and all chargesEach Letter of Credit shall be in a form reasonably acceptable to Issuing Bank. Except as otherwise provided herein, commissionsBorrower may request Letters of Credit, fees, and costs incurred by the Issuing Lender relating to Underlying cause or allow Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of the Issuing Lender; it being acknowledged expire and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter request additional Letters of Credit issued hereunder, or (B) there shall be imposed on until the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoMaturity Date.

Letter of Credit Facility. (a) On the terms and subject to the conditions contained in this Agreement, L/C Bank agrees promptly to issue one or more Letters of Credit at the request of Borrowers' Agent for the account of Borrowers from time to time until ten days before the Maturity Date; provided, however, that L/C Bank shall not issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator of which L/C Bank is aware shall purport by its terms to enjoin or restrain L/C Bank from issuing such Letter of Credit or any Governmental Rule applicable to L/C Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Bank shall prohibit, or request that L/C Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon L/C Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which L/C Bank is not otherwise compensated) not in effect on the date hereof or result in any loss, cost or expense which (A) was not applicable, in effect or known to L/C Bank on the Closing Date and which L/C Bank in Good Xxxxx xxxxx material to it, and (B) the reimbursement of which is not provided for hereunder; (ii) L/C Bank shall have received written notice from Administrative Lender or Borrowers' Agent, on or before the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article VII is not then satisfied; (iii) after giving effect to the issuance of such Letter of Credit, the Letter of Credit Obligations exceed $5,000,000; (iv) the amount of the Letter of Credit requested exceeds the Available Credit; or (v) fees due in connection with a requested issuance have not been paid. None of the Lenders (other than the Lender that is L/C Bank) shall have any obligation to issue any Letters of Credit. (b) In no event shall the expiry date of any Letter of Credit be more than one year for a standby Letter of Credit or fall after ten days before the Maturity Date. (c) Prior to the issuance of each Letter of Credit, Borrowers' Agent shall have delivered to L/C Bank, if requested by L/C Bank, a Letter of Credit Agreement, signed by Borrowers, and such other documents or items as L/C Bank may require pursuant to the terms thereof. (d) In connection with the issuance of each Letter of Credit, Borrowers' Agent shall give L/C Bank and Administrative Lender at least three Business Days prior written notice of the requested issuance of such Letter of Credit. Such notice shall be irrevocable and binding on Borrowers and shall specify (i) whether the Letter of Credit is to be a standby or commercial (documentary) Letter of Credit, (ii) the stated amount of the Letter of Credit requested, (iii) the date of issuance of such requested Letter of Credit (which day shall be a Business Day), (iv) the date on which such Letter of Credit is to expire (which date shall be a Business Day), (v) the Person for whose benefit the requested Letter of Credit is to be issued, and (vi) such other terms and conditions of the proposed Letter of Credit as are requested by Borrowers' Agent and acceptable to L/C Bank. Such notice, to be effective, must be received by L/C Bank and Administrative Lender not later than 10:00 AM (Portland time) on the last Business Day on which notice can be given under the immediately preceding sentence. (e) Subject to the terms and conditions of this AgreementSection 3.3 and provided that the applicable conditions set forth in Article VII have been satisfied, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower RepresentativeBank shall, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuancedate, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any on behalf of Borrowers in accordance with the following would result after giving effect applicable request and L/C Bank's usual and customary business practices and in a final form reasonably satisfactory to the requested Letter of Credit:Borrowers' Agent. (Af) the Letter Immediately upon L/C Bank's issuance of Credit Usage would exceed the amount by which the lesser of (v) the Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans and the amount of outstanding Term Loans, or (B) the Letter of Credit Usage would exceed $500,000. Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement Bank shall be deemed to Issuing have sold and transferred to each Lender, and each Lender by paying shall be deemed irrevocably and unconditionally to Collateral Agent an amount equal to such have purchased and received from L/C Disbursement not later than 11:00 a.m.Bank, California timewithout recourse or warranty, on an undivided interest and participation, to the date that extent of such Lender's Ratable Portion, in such Letter of Credit and the obligations of Borrowers with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto and each Lender's Revolving Loan Commitment shall be deemed used to the extent of such Lender's Ratable Portion of such Letter of Credit Obligations. (g) In determining whether to pay under any Letter of Credit, L/C Disbursement is made, if Borrowers Bank shall not have received written or telephonic notice any obligation relative to Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by L/C Disbursement prior to 10:00 a.m., California time, on such date, orBank under or in connection with any Letter of Credit, if such notice has not been received by Borrowers prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, taken or omitted in the absence of such reimbursementgross negligence or willful misconduct, the shall not put L/C Disbursement immediately Bank under any resulting liability to any other Lender. (h) If L/C Bank makes any payment under any Letter of Credit, L/C Bank shall promptly notify Administrative Lender, who shall promptly notify each Lender, and automatically each Lender shall promptly and unconditionally pay to Administrative Lender for the account of L/C Bank the amount of such Lender's Ratable Portion of such payment in same day funds (and upon receipt, Administrative Lender shall promptly pay the same to L/C Bank), which payment shall be deemed to be an Advance hereunder andand shall constitute a Revolving Loan that is a Prime Rate Loan made by such Lender to Borrowers; provided, thereafterhowever, that if the Swingline Lender so elects, and if a Swing Loan can be made in such amount, Administrative Lender shall bear interest at promptly notify the rate then applicable to Loans under Section 2.02. To the extent an Swingline Lender of such payment by L/C Disbursement is deemed to be an Advance hereunderBank, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Swingline Lender as their interests may appear. (ii) Promptly following receipt of a notice shall, and Borrowers hereby authorize the Swingline Lender to, pay to Administrative Lender for the account of L/C Disbursement pursuant to Section 2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing Bank the amount thereof) and without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with Revolving Credit Commitmentssuch payment in same day funds, the Issuing Lender which payment shall be deemed to have granted be and assigned shall constitute a Swing Loan made by the Swingline Lender to each Borrowers. The Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender with a Revolving Credit Commitment Loans shall be deemed made, or the Swing Loan may be made, as contemplated in the preceding sentence notwithstanding Borrowers' failure to have purchased and assumedsatisfy the conditions set forth in Section 7.2. If Administrative Lender so notifies such Lender prior to 10:00 AM (Portland time) on any Business Day, a participation in each Letter of Credit, in an amount equal such Lender shall make available to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Revolving Credit Administrative Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance L/C Bank its Ratable Portion of the foregoing, each Revolving Credit amount of such payment by 1:00 PM (Portland time) on such Business Day in same day funds. If and to the extent such Lender with a Revolving Credit Commitment hereby absolutely and unconditionally agrees does not make its Ratable Portion available to pay to Collateral Agent, Administrative Lender for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank, such Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this Section 2.01(a), or of any reimbursement payment required agrees to be refunded repay to Borrowers for any reason. Each Revolving Credit Administrative Lender with a Revolving Credit Commitment acknowledges and agrees that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the account of the Issuing Lender) shall be entitled to recover L/C Bank on demand such amount on demand from such Revolving Credit Lender together with interest thereon at the Federal Funds Rate for each day from such date until paid in full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in full. (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Lenderdate paid. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations The failure of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing make available to Administrative Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other Revolving Credit Lender. (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent for the account of L/C Bank its Ratable Portion of any such payment shall not relieve any other Lender of its obligations hereunder. (i) The obligations of Lenders to make payments to Administrative Lender for the Issuing Lender; it being acknowledged account of L/C Bank with respect to Letters of Credit shall be irrevocable and agreed by each Borrower thatnot subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 3.4(g)), as including, without limitation, any of the Closing Datefollowing circumstances: (i) any lack of validity or enforceability of any of the other Loan Documents; (ii) the existence of any claim, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying setoff, defense or other right which Borrowers may have at any time against a beneficiary named in a Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect transferee of any Letter of Credit issued hereunder(or any Person for whom any such transferee may be acting), Administrative Lender, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including, without limitation, any underlying transaction between Borrower and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or (Biv) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to the Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any such case, Collateral Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may specify to be necessary to compensate the Revolving Credit Lenders for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Credit Loans hereunder. The determination by Collateral Agent occurrence of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoDefault.