Common use of Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness Clause in Contracts

Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness. Payments of Interest on Convertible Notes and Indebtedness 68 Section 7.10. Negative Pledge 68 Section 7.11. Amendments to Organization Documents 69 Section 7.12. Sale Leasebacks 69 Section 7.13. [Reserved] 69 Section 7.14. Accounting Changes 69 Section 7.15. OFAC 69 Article VIII Events of Default and Remedies 70 Section 8.01. Events of Default 70 Section 8.02. Remedies Upon Event of Default 72 Section 8.03. Application of Funds 73 Article IX Administrative Agent and Other Agents 74 Section 9.01. Appointment and Authorization of Agents 74 Section 9.02. Delegation of Duties 75 Section 9.03. Liability of Agents 75 Section 9.04. Reliance by Agents 76 Section 9.05. Notice of Default 76 Section 9.06. Credit Decision; Disclosure of Information by Agents 77 Section 9.07. Indemnification of Agents 77 Section 9.08. Agents in their Individual Capacities 78 Section 9.09. Successor Agents 78 Section 9.10. Administrative Agent May File Proofs of Claim 79 Section 9.11. Release of Collateral and Guaranty 80 Article X Miscellaneous 81 Section 10.01. Amendments, Etc. 81 Section 10.02. Notices and Other Communications 82 Section 10.03. No Waiver; Cumulative Remedies 84 Section 10.04. Costs and Expenses 84 Section 10.05. Indemnification by Borrower 85 Section 10.06. Payments Set Aside 86 Section 10.07. Successors and Assigns 86 Section 10.08. Confidentiality 90 Section 10.09. Setoff 90 Section 10.11. Integration 91 Section 10.12. Survival of Representations and Warranties 91 Section 10.13. Severability 91 Section 10.14. Governing Law 92 Section 10.15. Waiver of Right To Trial By Jury 92 Section 10.16. Binding Effect 92 Section 10.17. Lender Action 92 Section 10.18. PATRIOT Act 93 Section 10.19. No Advisory or Fiduciary Responsibility 93 Section 10.20. No Novation 93 Schedule 1 — Guarantors Schedule 2.01(a) — Commitments Schedule 5.02 — Authorizations; No Contravention Schedule 5.03 — Governmental Authorization; Other Consents Schedule 5.07(b) — Real Property Schedule 5.08 — Collateral Filings and Perfection Matters Schedule 5.10 — Taxes Schedule 5.14 — Subsidiaries and Other Equity Investments Schedule 5.17 — Intellectual Property Schedule 5.19 — Material Agreements Schedule 7.01(b) — Existing Liens Schedule 7.02(e) — Existing Investments Schedule 7.03(b) — Surviving Indebtedness Schedule 7.12 — Existing Sale Leasebacks Schedule 10.02 — Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A — Form of Prepayment Notice Exhibit B — Form of Note Exhibit C — [Reserved] Exhibit D — Form of Assignment and Assumption Exhibit E — Form of Guaranty Exhibit F — Form of Security Agreement Exhibit G — Form of Securities Pledge Agreement Exhibit H — Form of Intellectual Property Security Agreement Exhibit I — Form of Solvency Certificate Amended and Restated Senior Secured Credit Agreement This Amended and Restated Senior Secured Credit Agreement (this “Agreement”) is entered into as of June 5, 2020 among CL Media Holdings LLC, a Delaware limited liability company (“Borrower”), each financial institution from time to time party hereto as lender (each, a “Lender” and collectively, the “Lenders”), and Centre Lane Partners Master Credit Fund II, L.P., as administrative agent for the Lenders (in such capacity, and together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, and together with its successors and assigns, the “Collateral Agent”).

Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness. Payments of Interest on Convertible Notes and Indebtedness 68 74 Section 7.10. Negative Pledge 68 75 Section 7.11. Amendments to Organization Documents 69 75 Section 7.12. Sale Leasebacks 69 75 Section 7.13. [Reserved] 69 75 Section 7.14. Accounting Changes 69 75 Section 7.15. OFAC 69 75 Article VIII Events of Default and Remedies 70 76 Section 8.01. Events of Default 70 76 Section 8.02. Remedies Upon Event of Default 72 78 Section 8.03. Application of Funds 73 79 Article IX Administrative Agent and Other Agents 74 80 Section 9.01. Appointment and Authorization of Agents 74 80 Section 9.02. Delegation of Duties 75 81 Section 9.03. Liability of Agents 75 81 Section 9.04. Reliance by Agents 76 82 Section 9.05. Notice of Default 76 82 Section 9.06. Credit Decision; Disclosure of Information by Agents 77 83 Section 9.07. Indemnification of Agents 77 83 Section 9.08. Agents in their Individual Capacities 78 84 Section 9.09. Successor Agents 78 84 Section 9.10. Administrative Agent May File Proofs of Claim 79 85 Section 9.11. Release of Collateral and Guaranty 80 85 Article X Miscellaneous 81 86 Section 10.01. Amendments, Etc. 81 86 Section 10.02. Notices and Other Communications 82 88 Section 10.03. No Waiver; Cumulative Remedies 84 90 Section 10.04. Costs and Expenses 84 90 Section 10.05. Indemnification by Borrower 85 91 Section 10.06. Payments Set Aside 86 92 Section 10.07. Successors and Assigns 86 92 Section 10.08. Confidentiality 90 96 Section 10.09. Setoff 90 96 Section 10.11. Integration 91 97 Section 10.12. Survival of Representations and Warranties 91 97 Section 10.13. Severability 91 97 Section 10.14. Governing Law 92 97 Section 10.15. Waiver of Right To Trial By Jury 92 98 Section 10.16. Binding Effect 92 98 Section 10.17. Lender Action 92 98 Section 10.18. PATRIOT Act 93 98 Section 10.19. No Advisory or Fiduciary Responsibility 93 98 Section 10.20. No Novation 93 99 Schedules Schedule 1 — Guarantors Schedule 2.01(a) — Commitments Schedule 5.02 — Authorizations; No Contravention Schedule 5.03 — Governmental Authorization; Other Consents Schedule 5.07(b) — Real Property Schedule 5.08 — Collateral Filings and Perfection Matters Schedule 5.10 — Taxes Schedule 5.14 — Subsidiaries and Other Equity Investments Schedule 5.17 — Intellectual Property Schedule 5.19 — Material Agreements Schedule 7.01(b) — Existing Liens Schedule 7.02(e) — Existing Investments Schedule 7.03(b) — Surviving Indebtedness Schedule 7.12 — Existing Sale Leasebacks Schedule 10.02 — Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A — Form of Prepayment Notice Exhibit B — Form of Note Exhibit C — [Reserved] Exhibit D — Form of Assignment and Assumption Exhibit E — Form of Guaranty Exhibit F — Form of Security Agreement Exhibit G — Form of Securities Pledge Agreement Exhibit H — Form of Intellectual Property Security Agreement Exhibit I — Form of Solvency Certificate Amended and Restated Senior Secured Credit Agreement This Amended and Restated Senior Secured Credit Agreement (this “Agreement”) is entered into as of June 5, 2020 among CL Media Holdings LLC, a Delaware limited liability company (“Borrower”), each financial institution from time to time party hereto as lender (each, a “Lender” and collectively, the “Lenders”), and Centre Lane Partners Master Credit Fund II, L.P., as administrative agent for the Lenders (in such capacity, and together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, and together with its successors and assigns, the “Collateral Agent”).

Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness. Payments of Interest on Convertible Notes and Indebtedness 68 76 Section 7.10. Negative Pledge 68 76 Section 7.11. Amendments to Organization Documents 69 77 Section 7.12. Sale Leasebacks 69 77 Section 7.13. [Reserved] 69 77 Section 7.14. Accounting Changes 69 77 Section 7.15. OFAC 69 Article 77 ARTICLE VIII Events of Default and Remedies 70 EVENTS OF DEFAULT AND REMEDIES 77 Section 8.01. Events of Default 70 77 Section 8.02. Remedies Upon Event of Default 72 80 Section 8.03. Application of Funds 73 Article 81 ARTICLE IX Administrative Agent and Other Agents 74 ADMINISTRATIVE AGENT AND OTHER AGENTS 82 Section 9.01. Appointment and Authorization of Agents 74 82 Section 9.02. Delegation of Duties 75 83 Section 9.03. Liability of Agents 75 83 Section 9.04. Reliance by Agents 76 84 Section 9.05. Notice of Default 76 84 Section 9.06. Credit Decision; Disclosure of Information by Agents 77 85 Section 9.07. Indemnification of Agents 77 85 Section 9.08. Agents in their Individual Capacities 78 86 Section 9.09. Successor Agents 78 86 Section 9.10. Administrative Agent May File Proofs of Claim 79 87 Section 9.11. Release of Collateral and Guaranty 80 Article 87 ARTICLE X Miscellaneous 81 MISCELLANEOUS 88 Section 10.01. Amendments, Etc. 81 88 Section 10.02. Notices and Other Communications 82 90 Section 10.03. No Waiver; Cumulative Remedies 84 91 Section 10.04. Costs and Expenses 84 92 Section 10.05. Indemnification by Borrower 85 92 Section 10.06. Payments Set Aside 86 94 Section 10.07. Successors and Assigns 86 94 Section 10.08. Confidentiality 90 97 Section 10.09. Setoff 90 98 Section 10.11. Integration 91 98 Section 10.12. Survival of Representations and Warranties 91 99 Section 10.13. Severability 91 99 Section 10.14. Governing Law 92 GOVERNING LAW 99 Section 10.15. Waiver of Right To Trial By Jury 92 WAIVER OF RIGHT TO TRIAL BY JURY 99 Section 10.16. Binding Effect 92 100 Section 10.17. Lender Action 92 100 Section 10.18. PATRIOT Act 93 100 Section 10.19. No Advisory or Fiduciary Responsibility 93 100 Section 10.20. No Novation 93 100 Schedules Schedule 1 — Guarantors Schedule 2.01(a) — Commitments Schedule 5.02 — Authorizations; No Contravention Schedule 5.03 — Governmental Authorization; Other Consents Schedule 5.07(b) — Real Property Schedule 5.08 — Collateral Filings and Perfection Matters Schedule 5.10 — Taxes Schedule 5.14 — Subsidiaries and Other Equity Investments Schedule 5.17 — Intellectual Property Schedule 5.19 — Material Agreements Schedule 7.01(b) — Existing Liens Schedule 7.02(e) — Existing Investments Schedule 7.03(b) — Surviving Indebtedness Schedule 7.12 — Existing Sale Leasebacks Schedule 10.02 — Administrative Agent’s Office, Certain Addresses for Notices Exhibits Exhibit A — Form of Prepayment Notice Exhibit B — Form of Note Exhibit C — [Reserved] Exhibit D — Form of Assignment and Assumption Exhibit E — Form of Guaranty Exhibit F — Form of Security Agreement Exhibit G — Form of Securities Pledge Agreement Exhibit H — Form of Intellectual Property Security Agreement Exhibit I — Form of Solvency Certificate Amended and Restated Senior Secured Credit Agreement This Amended and Restated Senior Secured Credit Agreement (this “Agreement”) is entered into as of June 5, 2020 among CL Media Holdings LLC, a Delaware limited liability company (“Borrower”), each financial institution from time to time party hereto as lender (each, a “Lender” and collectively, the “Lenders”), and Centre Lane Partners Master Credit Fund II, L.P., as administrative agent for the Lenders (in such capacity, and together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, and together with its successors and assigns, the “Collateral Agent”).

Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness. Payments of Interest on Convertible Notes and Indebtedness 68 76 Section 7.10. Negative Pledge 68 77 Section 7.11. Amendments to Organization Documents 69 77 Section 7.12. Sale Leasebacks 69 77 Section 7.13. [Reserved] 69 77 Section 7.14. Accounting Changes 69 77 Section 7.15. OFAC 69 Article 78 ARTICLE VIII Events of Default and Remedies 70 EVENTS OF DEFAULT AND REMEDIES 78 Section 8.01. Events of Default 70 78 Section 8.02. Remedies Upon Event of Default 72 81 Section 8.03. Application of Funds 73 Article 81 ARTICLE IX Administrative Agent and Other Agents 74 ADMINISTRATIVE AGENT AND OTHER AGENTS 82 Section 9.01. Appointment and Authorization of Agents 74 82 Section 9.02. Delegation of Duties 75 83 Section 9.03. Liability of Agents 75 84 Section 9.04. Reliance by Agents 76 84 Section 9.05. Notice of Default 76 84 Section 9.06. Credit Decision; Disclosure of Information by Agents 77 85 Section 9.07. Indemnification of Agents 77 85 Section 9.08. Agents in their Individual Capacities 78 86 Section 9.09. Successor Agents 78 86 Section 9.10. Administrative Agent May File Proofs of Claim 79 87 Section 9.11. Release of Collateral and Guaranty 80 Article 88 ARTICLE X Miscellaneous 81 MISCELLANEOUS 89 Section 10.01. Amendments, Etc. 81 89 Section 10.02. Notices and Other Communications 82 90 Section 10.03. No Waiver; Cumulative Remedies 84 92 Section 10.04. Costs and Expenses 84 92 Section 10.05. Indemnification by Borrower 85 93 Section 10.06. Payments Set Aside 86 94 Section 10.07. Successors and Assigns 86 94 Section 10.08. Confidentiality 90 98 Section 10.09. Setoff 90 98 Section 10.11. Integration 91 99 Section 10.12. Survival of Representations and Warranties 91 99 Section 10.13. Severability 91 99 Section 10.14. Governing Law 92 GOVERNING LAW 99 Section 10.15. Waiver of Right To Trial By Jury 92 WAIVER OF RIGHT TO TRIAL BY JURY 100 Section 10.16. Binding Effect 92 100 Section 10.17. Lender Action 92 100 Section 10.18. PATRIOT Act 93 100 Section 10.19. No Advisory or Fiduciary Responsibility 93 101 Section 10.20. No Novation 93 101 SCHEDULE Schedule 1 — Guarantors Schedule 2.01(a) — Commitments Schedule 5.02 — Authorizations; No Contravention Schedule 5.03 — Governmental Authorization; Other Consents Schedule 5.07(b) — Real Property Schedule 5.08 — Collateral Filings and Perfection Matters Schedule 5.10 — Taxes Schedule 5.14 — Subsidiaries and Other Equity Investments Schedule 5.17 — Intellectual Property Schedule 5.19 — Material Agreements Schedule 7.01(b) — Existing Liens Schedule 7.02(e) — Existing Investments Schedule 7.03(b) — Surviving Indebtedness Schedule 7.12 — Existing Sale Leasebacks Schedule 10.02 — Administrative Agent’s Office, Certain Addresses for Notices Exhibits EXHIBITS Exhibit A — Form of Prepayment Notice Exhibit B — Form of Note Exhibit C — [Reserved] Exhibit D — Form of Assignment and Assumption Exhibit E — Form of Guaranty Exhibit F — Form of Security Agreement Exhibit G — Form of Securities Pledge Agreement Exhibit H — Form of Intellectual Property Security Agreement Exhibit I — Form of Solvency Certificate Amended and Restated Senior Secured Credit Agreement This Amended and Restated Senior Secured Credit Agreement (this “Agreement”) is entered into as of June 5, 2020 among CL Media Holdings LLC, a Delaware limited liability company (“Borrower”), each financial institution from time to time party hereto as lender (each, a “Lender” and collectively, the “Lenders”), and Centre Lane Partners Master Credit Fund II, L.P., as administrative agent for the Lenders (in such capacity, and together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, and together with its successors and assigns, the “Collateral Agent”).