CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

THE OBLIGATIONS (EXCLUSIVE OF “REVOLVER DEBT” AND OTHER “EXCLUDED ITEMS” EACH AS DEFINED IN THE WFF SUBORDINATION AGREEMENT DEFINED BELOW) OF BORROWER (AS DEFINED BELOW) UNDER THIS AGREEMENT (AS DEFINED BELOW) ARE SUBJECT AND SUBORDINATED TO PAYMENT OF ALL “SENIOR DEBT” AS DEFINED IN THE WFF SUBORDINATION AGREEMENT TO THE EXTENT PROVIDED IN THE WFF SUBORDINATION AGREEMENT.

CREDIT AGREEMENT

by and among

WESTWOOD ONE, INC.

as Borrower,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

WELLS FARGO FOOTHILL, LLC

as the Arranger and Administrative Agent

Dated as of April 23, 2009

TABLE OF CONTENTS

Page

TABLE OF CONTENTS
(continued)

Page

TABLE OF CONTENTS
(continued)

Page

TABLE OF CONTENTS
(continued)

Page

EXHIBITS AND SCHEDULES

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “ Agreement ”), is entered into as of April 23, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “ Lender ” and collectively as the “ Lenders ”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “ Agent ”), and WESTWOOD ONE, INC., a Delaware corporation (“ Borrower ”).

The parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1. Definitions .

Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1 .

1.2. Accounting Terms .

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term Borrower is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.

1.3. Code .

Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided , however , that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

1.4. Construction .

Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions,

joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein or in the Subordination Agreement). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein or in any other Loan Document to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash (or, in the case of Letters of Credit, providing Letter of Credit Collateralization) of all Obligations (other than contingent indemnification obligations and contingent reimbursement obligations (it being agreed that “contingent reimbursement obligations” does not refer to obligations, contingent or otherwise, pertaining to the Letters of Credit) in respect of which no claim for payment has been asserted in writing). Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

1.5. Schedules .

All of the schedules attached to this Agreement shall be deemed incorporated herein by reference.

2. LOAN AND TERMS OF PAYMENT.

2.1. Revolver Advances .

(a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make advances (“ Advances ”) to Borrower in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the Maximum Revolver Amount less the Letter of Credit Usage at such time.

(b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

2.2. Term Loan .

Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “ Term Loan ”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan pursuant to the terms of the Loan Documents shall constitute Obligations.

2.3. Borrowing Procedures and Settlements .

(a)  Procedure for Borrowing . Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent. Unless Swing Lender is not obligated to make a Swing Loan pursuant to Section 2.3(b) below, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day that is the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day; provided , however , that if Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested Funding Date. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

(b)  Making of Swing Loans . In the case of a request for an Advance consisting of Swing Loans and so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus the amount of payments applied to Swing Loans since the last Settlement Date, plus the amount of the requested Advance does not exceed $1,500,000, or (ii) Swing Lender, in its sole discretion, shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make an Advance in the amount of such Borrowing (any such Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “ Swing Loan ” and such Advances being referred to collectively as “ Swing Loans ”) available to Borrower on the Funding Date applicable thereto by transferring immediately available funds to the Borrower’s Designated Account. Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject to all the terms and conditions applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(i) , Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 is not satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans. Notwithstanding the foregoing or anything contained herein to the contrary, Borrower may at any time and from time to time, so long as no Event of Default has occurred and is continuing and each of the applicable conditions precedent set forth in Section 3 is satisfied or waived, request Advances that are LIBOR Loans pursuant to the terms of Section 2.12 (it being understood that the prepayment of any LIBOR Loan before the last day of the applicable Interest Period may result in losses, costs or expenses as set forth in Section 2.12(b) ).

(c)  Making of Loans .

(i) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a) , Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Borrower’s Designated Account; provided , however , that, subject to the provisions of Section 2.3(d)(i) , no Lender shall have the obligation to make any Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 is not satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

(ii) Unless Agent receives notice from a Lender prior to 9:00 a.m. (California time) on the date of a Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If any Lender shall not have made its full amount available to Agent in immediately available funds and if Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing. The failure of any Lender to make any Advance on any Funding Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on any Funding Date.

(iii) Unless all other Obligations have been paid in full, Agent shall not be obligated to transfer to a Defaulting Lender any payments (including without limitation any voluntary or mandatory prepayments or payments pursuant to Section 2.4(b) ) made by, or on behalf of, Loan Parties to Agent for the Defaulting Lender’s benefit, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of the Lender Group ratably in accordance with their Commitments or, if so directed by Borrower and if no Default

or Event of Default or Trigger Event has occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the Lender Group), retain same to be re-advanced to Borrower as if such Defaulting Lender had made Advances to Borrower. Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment and Pro Rata Share shall be deemed to be zero and notwithstanding anything to the contrary herein, such Defaulting Lender shall be excluded for purposes of voting, and the calculation of voting, on any matters (including the granting of consents and waivers) with respect to the Loan Documents. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender in accordance with Section 13.1 (including, without limitation, subject to any consent rights of Agent provided in Section 13.1 ). In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) arising prior to the time such Defaulting Lender became a Defaulting Lender without any premium or penalty of any kind whatsoever; provided , however , that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

(d)  Protective Advances .

(i) Agent hereby is authorized by Borrower and the Lenders, from time to time in Agent’s sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, to make Advances to Borrower on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable to enhance the likelihood of repayment of the Obligations (any of the Advances described in this Section 2.3(d)(i) shall be referred to as “ Protective Advances ”); provided , that the aggregate amount of all outstanding Protective Advances plus the Revolver Usage (other than Protective Advances) shall not at any time exceed the Maximum Revolver Amount.

(ii) Each Protective Advance made in accordance with Section 2.3(d)(i) shall be deemed to be an Advance hereunder, except that no Protective Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Protective Advances shall be payable to Agent solely for its own account. The Protective Advances shall be repayable on demand, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrower in any way.

(e)  Settlement . It is agreed that each Lender’s funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions:

(i) Agent shall request settlement (“ Settlement ”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding Protective Advances, and (3) with respect to Borrower’s payments received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “ Settlement Date ”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii) ): (y) if a Lender’s balance of the Advances (including Swing Loans and Protective Advances) exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and (z) if a Lender’s balance of the Advances (including Swing Loans and Protective Advances) is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Protective Advances and, together with the portion of such Swing Loans or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii) In determining whether a Lender’s balance of the Advances, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder.

(iii) Between Settlement Dates, Agent, to the extent Protective Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any payments of Borrower received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to the Protective Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, payments of Borrower received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on such Swing Loans, Protective Advances and Advances, as the case may be, by Swing Lender, Agent, or the Lenders, as applicable.

(f)  Notation . Agent, as a non-fiduciary agent for Borrower, shall maintain a register showing the principal amount of the Advances (and portion of the Term Loan, as applicable), owing to each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances owing to Agent, and the interests therein of each Lender, from time to time and such records shall, absent manifest error, conclusively be presumed to be correct and accurate.

(g)  Lenders’ Failure to Perform . All Advances (other than Swing Loans and Protective Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

2.4. Payments; Reductions of Commitments; Prepayments .

(a)  Payments by Borrower .

(i) Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (California time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b)  Apportionment and Application .

(i) So long as no Application Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses (other than fees or expenses that are for Agent’s separate account) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrower shall be remitted to Agent and (subject to Section 2.4(b)(iv) , Section 2.4(e) and Section 2.4(f) ) all such payments shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Advances outstanding and, thereafter, to Borrower (to be wired in immediately available funds to the Borrower’s Designated Account) or such other Person entitled thereto under applicable law.

(ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent (other than payments made (x) with proceeds of a draw by Agent in respect of the Sponsor Letter of Credit and/or (y) with proceeds received by Agent pursuant to the Sponsor Guaranty and Put Agreement) shall be applied as in the order of payment set forth in subsection (A) below and all payments made (x) with proceeds of a draw in respect of the Sponsor Letter of Credit and/or (y) with proceeds received by Agent pursuant to Section 2 and/or Section 4 of the Sponsor Guaranty and Put Agreement shall be applied in the order of payment set forth in subsection (B) below.

(A) Except as otherwise provided with respect to Defaulting Lenders, all payments remitted to Agent (other than payments made (x) with proceeds of a draw by Agent in respect of the Sponsor Letter of Credit and/or (y) with proceeds received by Agent pursuant to Section 2 and/or Section 4 of the Sponsor Guaranty and Put Agreement) at any time an Application Event has occurred and is continuing shall be applied as follows:

(1) first , to pay any Lender Group Expenses (including cost or expense reimbursements included therein) or indemnities then due to Agent under the Loan Documents, until paid in full,

(2) second , to pay any fees or premiums, if any, then due to Agent under the Loan Documents until paid in full,

(3) third , to pay interest due in respect of all Protective Advances until paid in full,

(4) fourth , to pay the principal of all Protective Advances until paid in full,

(5) fifth , ratably to pay any Lender Group Expenses (including cost or expense reimbursements included therein) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full,

(6) sixth , ratably to pay any fees or premiums, if any, then due to any of the Lenders under the Loan Documents until paid in full,

(7) seventh , ratably to pay interest due in respect of (x) the Advances (other than Protective Advances), (y) the Swing Loans and (z) to the extent not prohibited to be paid by the Subordination Agreement, the Term Loan, in each case until paid in full,

(8) eighth , ratably (w) to pay the principal of all Swing Loans until paid in full, (x) to pay the principal of all Advances until paid in full, (y) to Agent, to be held by Agent, for the benefit of Issuing Lender and those Lenders having a share of the Risk Participation Liability, as cash collateral in an amount up to 105% of the Letter of Credit Usage, and (z) to the extent not prohibited to be paid by the Subordination Agreement, to pay the principal of the Term Loan until paid in full,

(9) ninth , to pay any other Obligations (except for any Obligations pertaining to the Term Loan to the extent payment of such Obligations is prohibited by the Subordination Agreement),

(10) tenth , to pay interest due in respect of the Term Loan until paid in full without regard to the provisions of the Subordination Agreement (it being understood that solely as between the Noteholders (as defined in the Subordination Agreement), on the one hand, and the Lender Group, on the other hand, and without giving any rights to any other Person (including without limitation any Loan Party) with respect thereto, the Lender Group shall be required to comply with the provisions of the Subordination Agreement),

(11) eleventh , to pay the principal of the Term Loan until paid in full, without regard to the provisions of the Subordination Agreement (it being understood that solely as between the Noteholders (as defined in the Subordination Agreement), on the one hand, and the Lender Group, on the other hand, and without giving any rights to any other Person (including without limitation any Loan Party) with respect thereto, the Lender Group shall be required to comply with the provisions of the Subordination Agreement),

(12) twelfth , to pay any other Obligations pertaining to the Term Loan, without regard to the provisions of the Subordination Agreement (it being understood that solely as between the Noteholders (as defined in the Subordination Agreement), on the one hand, and the Lender Group, on the other hand, and without giving any rights to any other Person (including without limitation any Loan Party) with respect thereto, the Lender Group shall be required to comply with the provisions of the Subordination Agreement), and

(13) thirteenth , except as otherwise directed pursuant to the WFF Subordination Agreement, to Borrower (to be wired in immediately available funds to the Borrower’s Designated Account) or such other Person entitled thereto under applicable law.

(B) Except as otherwise provided with respect to Defaulting Lenders, all payments made (x) with proceeds of a draw by Agent in respect of the Sponsor Letter of Credit and/or (y) with proceeds received by Agent pursuant to Section 2 and/or Section 4 of the Sponsor Guaranty and Put Agreement, in each case, at any time that an Application Event has occurred and is continuing shall be applied as follows:

(1) first , in the event that such payments are being so made to remedy a Default or an Event of Default under either Section 8(a) or Section 8(b) , as applicable, as expressly provided in Section 2(c) of the Sponsor Guaranty and Put Agreement, such payment shall be applied to the specific Obligations then past due that gave rise to such Default or Event of Default so long as after giving effect to such application no Default or Event of Default is in existence;

(2) second , to pay any Lender Group Expenses (including cost or expense reimbursements included therein) or indemnities then due to Agent under the Loan Documents, until paid in full,

(3) third , to pay any fees or premiums, if any, then due to Agent under the Loan Documents until paid in full,

(4) fourth , to pay interest due in respect of the Term Loan until paid in full,

(5) fifth , to pay principal of the Term Loan until paid in full,

(6) sixth , to pay interest due in respect of all Protective Advances until paid in full,

(7) seventh , to pay the principal of all Protective Advances until paid in full,

(8) eighth , ratably to pay any Lender Group Expenses (including cost or expense reimbursements included therein) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full,

(9) ninth , ratably to pay any fees or premiums, if any, then due to any of the Lenders under the Loan Documents until paid in full,

(10) tenth , ratably to pay interest due in respect of (x) the Advances (other than Protective Advances), and (y) the Swing Loans, in each case until paid in full,

(11) eleventh , ratably (x) to pay the principal of all Swing Loans until paid in full, (y) to pay the principal of all Advances until paid in full, and (z) to Agent, to be held by Agent, for the benefit of Issuing Lender and those Lenders having a share of the Risk Participation Liability, as cash collateral in an amount up to 105% of the Letter of Credit Usage,

(12) twelfth , to pay any other Obligations, and

(13) thirteenth , to Borrower (to be wired in immediately available funds to the Borrower’s Designated Account) or such other Person entitled thereto under applicable law.

(iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e) .

(iv) In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(v) For purposes of Section 2.4(b)(ii) , “paid in full” means payment in cash of all amounts then owing under the Loan Documents, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern.

(vii) Notwithstanding the foregoing or any other term of this Agreement or any other Loan Document, for the avoidance of doubt, the failure of Borrower or any other Person to make any payments when due pursuant to the terms of this Agreement or any other Loan Documents due to a prohibition contained in the Subordination Agreement shall still constitute an Event of Default under either Section 8(a) or Section 8(b) , as applicable.

(c)  Reduction of Commitments .

(i) Revolver Commitments . The Revolver Commitments shall terminate on the Maturity Date. Borrower may reduce the Revolver Commitments to an amount (which may be zero) not less than the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Advances not yet made as to which a request has been given by Borrower under Section 2.3(a) , plus (C) the face amount of all Letters of Credit not yet issued as to which a request has been given by Borrower pursuant to Section 2.11(a) . Each such partial reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than 5 Business Days prior written notice to Agent and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transaction, in which case such notice shall be contingent on the consummation thereof, and may be revoked by Borrower if such refinancing or other transaction fails to close. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share thereof.

(ii) Term Loan Commitments . The Term Loan Commitments shall terminate upon the making of the Term Loan.

(d)  Optional Prepayments .

(i) Advances . Borrower may prepay the principal of any Advance (including, without limitation, any Protective Advance or Swing Loan) at any time in whole or in part, without premium or penalty other than for any applicable losses, costs or expenses (if any) owed pursuant to Section 2.12(b)(ii) .

(ii) Term Loan . Borrower may, upon at least 5 Business Days prior written notice to Agent, which notice shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transaction, in which case such notice shall be contingent on the consummation thereof, and may be revoked by Borrower if such refinancing or other transaction fails to close, prepay the principal of the Term Loan, in whole or in part without premium or penalty other than for any applicable losses, costs or expenses owed pursuant to Section 2.12(b)(ii) . Each prepayment made pursuant to this Section 2.4(d)(ii) shall be accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the remaining principal due on the Term Loan.

(e)  Mandatory Prepayments .

(i) [ Intentionally Omitted ]

(ii) Dispositions . Subject to Section 2.4(e)(v) , within 1 Business Day of the date of receipt by Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries to any Person other than Borrower or a Subsidiary thereof of assets (including casualty losses or condemnations but excluding sales or dispositions permitted pursuant to clauses (a) (subject to the dollar basket set forth in clause (a)), (b) and (c) of Section 6.8 ), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including 100% of the Net Cash Proceeds in respect of condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Borrower shall be permitted to apply such Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, and (C) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such Net Cash Proceeds, Borrower and its Subsidiaries shall have the option to apply such Net Cash Proceeds to the costs of replacement of the assets that are the subject of such sale or disposition or to the costs of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts not so applied shall be paid to Agent and applied in accordance with Section 2.4(f)(ii) . Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.8 . For the avoidance of doubt, this Section 2.4(e)(ii) shall not apply to any issuances or sales of Equity Interests by Borrower.

(iii) Indebtedness . Subject to Section 2.4(e)(v) , within 1 Business Day following the date of incurrence by the Loan Parties or any of their Subsidiaries of any Indebtedness (other than any Indebtedness permitted under this Agreement), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such incurrence. The provisions of this Section 2.4(e)(iii) shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms and conditions of this Agreement.

(iv) Change of Control . Subject to Section 2.4(e)(v) , in the event of a Change of Control the Borrower shall prepay, in accordance with and subject to this Section 2.4(e)(iv) , all, but not less than all, of the Obligations held by each Lender on the earlier of the second Business Day after the Change of Control or the date of repayment or prepayment of any other Indebtedness of the Borrower and its Subsidiaries required to be prepaid or repaid in connection with such Change of Control (the “ Change of Control Prepayment Date ”). Prepayment of the Obligations pursuant to this Section 2.4(e)(iv) shall be at 100% of the Obligations. The prepayment shall be made on the Change of Control Prepayment Date.

(v) Senior Debt Application . Notwithstanding anything to the contrary contained herein, prepayments payable under Section 2.4(e)(ii) , 2.4(e)(iii) or 2.4(e)(iv) , shall be applied to prepay Senior Debt (as defined in the Subordination Agreement) until the Senior Debt (as defined in the Subordination Agreement) has been paid in full (other than (i) contingent indemnification and reimbursement claims in respect of which no claim for payment has been asserted in writing by the Person holding such claim and (ii) Noteholder Subrogation Rights, as defined in the WFF Subordination Agreement) and then to prepay the Obligations in accordance with the terms of this Agreement.

(f)  Application of Payments .

(i) [ Intentionally Omitted ]

(ii) Each prepayment pursuant to Section 2.4(e)(ii) , Section 2.4(e)(iii) and Section 2.4(e)(iv) above shall (A) so long as no Application Event shall have occurred and be continuing, be applied, first , to the outstanding principal amount of the Term Loan until paid in full, and second , to the outstanding principal amount of the Advances (with a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and third , to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage (with a corresponding permanent reduction in the Maximum Revolver Amount until such time that the Maximum Revolver Amount equals $7,500,000, and without a corresponding permanent reduction in the Maximum Revolver Amount thereafter) and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii) . Amounts to be prepaid pursuant to Section 2.4(d) , 2.4(e)(ii) , 2.4(e)(iii) and 2.4(e)(iv) above shall be applied within the order of application of payment set forth in this Section 2.4(f)(ii) first to reduce the outstanding principal balance of Base Rate Loans until paid in full, and second to reduce the outstanding principal balance of LIBOR Rate Loans.

2.5. [ Intentionally Omitted ]

2.6. Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations .

(a)  Interest Rates . Except as provided in Section 2.6(c) , all Obligations (except for undrawn Letters of Credit) shall bear interest on the Daily Balance thereof as follows:

(i) if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and

(ii) otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.

(b)  Letter of Credit Fee . Borrower shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.11(e) ) which shall accrue at a per annum rate equal to the LIBOR Rate Margin minus 0.50% times the Daily Balance of the undrawn face amount of all outstanding Letters of Credit.

(c)  Default Rate . Upon the occurrence and during the continuation of an Event of Default and at the election of the Required Lenders,

(i) all Obligations (except for undrawn Letters of Credit) shall bear interest on the Daily Balance thereof at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable hereunder, and

(ii) the Letter of Credit fee provided for in Section 2.6(b) shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.

(d)  Payment . Except as provided to the contrary in Section 2.10 or Section 2.12(a) , interest, Letter of Credit fees, and all other fees payable hereunder shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding; provided , that notwithstanding anything to the contrary contained herein, if any payment of interest, Letter of Credit fees or other fees, is payable on a day which is not a Business Day, then such date of payment shall be extended to the immediately following Business Day (it being understood that in the case of a LIBOR Rate Loan, interest shall be payable as set forth in the definition of the term Interest Period). Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge all interest and fees (when due and payable), all Lender Group Expenses (as and when incurred), all charges, commissions, fees, and costs provided for in Section 2.11(e) (as and when accrued or incurred), all fees and costs provided for in Section 2.10 (as and when accrued or incurred), and all other payments as and when due and payable under any Loan Document to the Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms hereof). Any interest not paid when due shall be compounded by being charged to the Loan Account and shall thereafter constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms hereof).

(e)  Computation . All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f)  Intent to Limit Charges to Maximum Lawful Rate . In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided , however , that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto , as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and, to the maximum extent permitted by applicable law, payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7. Crediting Payments .

The receipt of any payment item by Agent shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into the Agent’s Account on a Business Day on or before 11:00 a.m. (California time). If any payment item is received into the Agent’s Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.8. Designated Account .

Agent is authorized to make the Advances, the Swing Loans and the Term Loan, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d) . Borrower agrees to establish and maintain Borrower’s Designated Account with Borrower’s Designated Account Bank for the purpose of receiving the proceeds of the Advances and Swing Loans requested by Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Advance or Swing Loan requested by Borrower and made by Agent or the Lenders hereunder shall be made to Borrower’s Designated Account.

2.9. Maintenance of Loan Account; Statements of Obligations .

Agent shall maintain an account on its books in the name of Borrower (the “ Loan Account ”) on which Borrower will be charged with the Term Loan, all Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrower or for Borrower’s account, the Letters of Credit issued by Issuing Lender for Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7 , the Loan Account will be credited with all payments received by Agent from Borrower or for Borrower’s account. Agent shall render statements regarding the Loan Account to Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and the Lender Group unless, within 30 days after receipt thereof by Borrower, Borrower shall deliver to Agent written objection thereto describing the error or errors contained in any such statements.

2.10. Fees .

Borrower shall pay to Agent,

(a) for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter; and

(b) for the ratable account of those Lenders with Revolver Commitments, on the first day of each month from and after the Closing Date up to the first day of the month prior to the Payoff Date and on the Payoff Date, an unused line fee in an amount equal to 1.00% per annum times the result of (i) the Maximum Revolver Amount, less (ii) the average Daily Balance of the Revolver Usage during the immediately preceding month (or portion thereof).

2.11. Letters of Credit .

(a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrower (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 is to be Wells Fargo) for the account of Borrower. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an Authorized Person and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission 5 Business Days in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) the face amount of such Letter of Credit, (ii) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. If requested by the Issuing Lender, Borrower also shall be an applicant 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 issuance of such requested Letter of Credit:

(i) the Letter of Credit Usage would exceed $1,500,000, or

(ii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding principal amount of Advances (including, without limitation, Protective Advances and Swing Loans).

Borrower and the Lender Group 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 reasonably acceptable to the Issuing Lender (in the exercise of its Permitted 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, Borrower shall reimburse such L/C Disbursement to Issuing Lender by paying to 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 Borrower 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 Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the next Business Day, and, in the absence of reimbursement on the prescribed schedule, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, initially, shall bear interest at the rate then applicable to Advances that are Base Rate Loans. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrower’s obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Agent of any payment from Borrower pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(b) to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear.

(b) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.11(a) , each Lender with a Revolver 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 Borrower had requested such Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it from the 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 Lenders with Revolver Commitments, the Issuing Lender shall be deemed to have granted to each Lender with a Revolver Commitment, and each Lender with a Revolver Commitment shall be deemed to have purchased, 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 Lender agrees to pay to Agent, for the account of the Issuing Lender, such 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 Lender with a Revolver Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrower on the date due as provided in Section 2.11(a) , or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender with a Revolver Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C Disbursement made by the Issuing Lender pursuant to this Section 2.11(b) 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 . If any such Lender fails to make available to Agent the amount of such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(c) Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided , however , that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. 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 Borrower’s account, even though this interpretation may be different from Borrower’s own, and Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto, other than any liability that a court of competent jurisdiction finally determines resulted from the gross negligence or willful misconduct of the Issuing Lender or any member of the Lender Group. 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 Borrower against such Underlying Issuer. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group’s indemnification of any Underlying Issuer; provided , however , that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.

(d) 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.

(e) Any and all issuance charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by Borrower to Agent for the account of the Issuing Lender; it being acknowledged and agreed by Borrower that, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the undrawn amount of each Underlying Letter of Credit, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals.

(f) If by reason of (i) any change after the Closing Date (or, in the case of any Person that becomes an Underlying Issuer or an Issuing Lender after the Closing Date, the date on which such Person becomes an Underlying Issuer or Issuing Lender) in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or the Issuing Lender 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):

(i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or

(ii) there shall be imposed on the Underlying Issuer or the Issuing Lender 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 Issuing Lender or Underlying Issuer of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Issuing Lender or Underlying Issuer, then, and in any such case, Agent (on behalf of itself, the Underlying Issuer or the Issuing Lender) may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower, and Borrower shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate the Issuing Lender or Underlying Issuer 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 Base Rate Loans hereunder; provided that Borrower shall not be required to compensate the Issuing Lender or Underlying Issuer pursuant to this Section for any such amounts incurred more than 180 days prior to the date that the Issuing Lender or Underlying Issuer, as applicable first demands payment from Borrower of such amounts; provided further that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by 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.

2.12. LIBOR Option .

(a)  Interest and Interest Payment Dates . In lieu of having interest charged at the rate based upon the Base Rate, Borrower shall have the option (the “ LIBOR Option ”) to have interest on all or a portion of the Advances or the Term Loan be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrower has either (x) properly exercised the LIBOR Option with respect thereto or (y) sent prior written notice to Agent of its election not to convert such LIBOR Rate Loan to the rate of interest then applicable to Base Rate Loans of the same type hereunder, such LIBOR Rate Loan shall automatically convert to or continue as a LIBOR Rate Loan with a 1-month Interest Period commencing on the last day of such Interest Period. At any time that an Event of Default has occurred and is continuing, (i) Borrower no longer shall have the option to request that Advances or the Term Loan bear interest at a rate based upon the LIBOR Rate and (ii) notwithstanding the immediately preceding sentence, all LIBOR Rate Loans shall, at the election of Agent or Required Lenders, automatically convert to Base Rate Loans of the same type at the end of the applicable Interest Periods.

(b)  LIBOR Election .

(i) Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. (California time) at least 3 Business Days prior to the commencement of the proposed Interest Period (the “ LIBOR Deadline ”). Notice of Borrower’s election of the LIBOR Option for a permitted portion of the Advances or the Term Loan and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (California time) on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.

(ii) Each LIBOR Notice shall be irrevocable and binding on Borrower. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold the Lenders harmless against any loss, cost, or expense (but excluding loss of any margin) actually incurred by any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or Trigger Event that results in Agent exercising its rights under Section 2 and/or Section 4 of the Sponsor Guaranty and Put Agreement), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “ Funding Losses ”). A certificate of a Lender delivered to Borrower setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrower shall pay such amount to the Lender within 30 days of the date of its receipt of such certificate. For the avoidance of doubt, Borrower shall have no liability for Funding Losses that may arise by virtue of any Base Rate Loan accruing interest at the one month LIBOR Rate pursuant to clause (d) of the definition of “Base Rate”.

(iii) Borrower shall have not more than 7 LIBOR Rate Loans in effect at any given time. Borrower may only exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000.

(c)  Conversion .

Borrower may convert LIBOR Rate Loans to Base Rate Loans at any time; provided , however , that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any automatic prepayment through the required application by Agent of payments remitted to Agent in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold the Lenders harmless against any and all Funding Losses in accordance with Section 2.12 (b)(ii) above.

(d)  Special Provisions Applicable to LIBOR Rate .

(i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis from and after the effective date of the change in applicable laws or in reserve requirements, as applicable, to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under Section 2.12(b)(ii) ).

(ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation or application thereof, shall at any time after the date hereof (or, in the case of any Person that becomes a Lender after the date hereof, after the date on which such Person becomes a Lender), as determined reasonably and in good faith by such Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrower and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrower shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

(e)  No Requirement of Matched Funding . Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.

2.13. Capital Requirements .

(a) If, after the date hereof (or, in the case of any Person that becomes a Lender after the date hereof, after the date on which such Person becomes a Lender), any Lender reasonably determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law) changed or imposed after the date hereof (or, in the case of any Person that becomes a Lender after the date hereof, after the date on which such Person becomes a Lender), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b) If (x) any Lender requests additional or increased costs referred to in Section 2.12(d)(i) or amounts under Section 2.13(a) or delivers a notice pursuant to Section 2.12(d)(ii) (any such Lender, an “ Affected Lender ”) or (y) Agent on behalf of itself, the Underlying Issuer or the Issuing Lender requests additional or increased costs pursuant to Section 2.11(f) (any such Person, an “ Affected L/C Entity ”), then, if requested by Borrower to do so, such Affected Lender or Affected L/C Entity shall use reasonable efforts to promptly designate a different one of its lending or letter of credit issuing offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender or Affected L/C Entity, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.11(f) , Section 2.12(d)(i) or Section 2.13(a) , or not require the delivery of the notice delivered pursuant to Section 2.12(d)(ii) , as applicable, and (ii) in the reasonable judgment of such Affected Lender or Affected L/C Entity, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. If Borrower requests an Affected Lender or Affected L/C Entity to take such actions, Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender or Affected L/C Entity in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender or Affected L/C Entity does not so designate a different one of its lending or letter of credit issuing offices or assign its rights to another of its offices or branches so as to eliminate Borrower’s obligation to pay any future amounts to such Affected Lender or Affected L/C Entity pursuant to Section 2.11(f) , Section 2.12(d)(i) or Section 2.13(a) or eliminate the restrictions with respect to LIBOR Rate Loans in Section 2.12(d)(ii) , as applicable, then Borrower (without prejudice to any amounts then due to such Affected Lender or Issuing Lender under Section 2.11(f) , Section 2.12(d)(i) or (ii) or Section 2.13(a) , as applicable) may, upon notice to Agent, unless prior to the effective date of any such assignment the Affected Lender or Affected L/C Entity withdraws its request for such additional amounts under Section 2.11(f) , Section 2.12(d)(i) or Section 2.13(a) or its notice under Section 2.12(d)(ii) , as applicable, seek one or more substitute Lenders or a substitute Issuing Lender, in each case, reasonably acceptable to Agent (each substitute Lender or substitute Issuing Lender, a “ Replacement Lender ”) to purchase the Obligations owed to such Affected Lender or Issuing Lender, as the case may be, and such Affected Lender’s or Issuing Lender’s Commitments hereunder, and if such Replacement Lender or Replacement Lenders agree(s) to such purchase, such Affected Lender or the Issuing Lender shall, in accordance with Section 14.2 , assign to the applicable Replacement Lender(s) its Obligations and Commitments, pursuant to an Assignment and Acceptance, and upon such purchase by any Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender or the Issuing Lender shall cease to be a “Lender” for purposes of this Agreement.

2.14. Sponsor Letter of Credit .

Borrower acknowledges that Agent may draw on the Sponsor Letter of Credit and apply the proceeds thereof pursuant to the terms and conditions of the Sponsor Guaranty and Put Agreement and Section 2.4(b)(ii)(B) .

3. CONDITIONS; TERM OF AGREEMENT.

3.1. Conditions Precedent to the Initial Extension of Credit .

The obligation of each Lender to make its initial extension of credit provided for hereunder, is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extension of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

3.2. Conditions Precedent to all Extensions of Credit .

The obligation of the Lender Group (or any member thereof) to make any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:

(a) the representations and warranties of Borrower and its Subsidiaries and Sponsor Guarantors contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); and

(b) no Default or Event of Default or Trigger Event shall have occurred and be continuing on the date of such extension of credit, nor shall any result from the making thereof.

3.3. Term .

This Agreement shall continue in full force and effect for a term ending on July 15, 2012 (the “ Maturity Date ”). The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.

3.4. Effect of Termination .

On the date of such termination of this Agreement as provided in Section 3.3, all Obligations (including contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit) immediately shall become due and payable without notice or demand (including the requirement that Letter of Credit Collateralization be provided pursuant to Section 3.6 hereof). No termination of this Agreement, however, shall relieve or discharge Loan Parties or their Subsidiaries of their duties, Obligations, or covenants hereunder or under any other Loan Document and the Lender Group’s obligations to provide additional credit hereunder have been terminated.

3.5. Early Termination by Borrower .

Borrower has the option, at any time upon 5 Business Days prior written notice (which notice shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transaction, in which case such notice shall be contingent on the consummation thereof, and may be revoked by Borrower if such refinancing or other transaction fails to close) by Borrower to Agent, to terminate this Agreement and terminate the Commitments hereunder by paying to Agent the Obligations (including the provision of Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage pursuant to Section 3.6 hereof), in full.

3.6. Provisions Regarding Letter of Credit Collateralization .

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, if the Sponsor Guarantors (or either of them) furnish to Agent Letter of Credit Collateralization pursuant to Section 3.4, Section 3.5 or this Section 3.6 hereof with respect to all outstanding and undrawn Letters of Credit existing on the date (the “ Applicable Termination Date ”) on which this Agreement is terminated and if Borrower and Sponsor Guarantors notify Agent in writing that the Letter of Credit Collateralization is being furnished by Sponsor Guarantors (or either of them), if any such outstanding and undrawn Letter of Credit existing on the Applicable Termination Date, (a) is cancelled and returned to the Issuing Lender prior to any draw being made thereon by the beneficiary thereof, (b) expires or is terminated in accordance with its terms prior to any draw being made thereon by the beneficiary thereof, or (c) is drawn in its full face amount (or is drawn in part, prior to the date on which such Letter of Credit is cancelled and returned to the Issuing Lender or expires or is terminated in accordance with its terms), Agent shall:

(A) in the event that Letter of Credit Collateralization with respect to such Letter of Credit is provided pursuant to clause (a) of the definition of Letter of Credit Collateralization, within five Business Days following the date on which such Letter of Credit is so cancelled, expires, is terminated or is drawn, pay into a bank account specified in writing by the Sponsor Guarantors an amount in Dollars in immediately available funds equal to (1) the excess of (i) the amount of the cash collateral provided in respect of such Letter of Credit Collateralization with respect to such Letter of Credit (reduced in the case of a partial draw on such Letter of Credit by a portion of the 5% excess Letter of Credit Collateralization posted with respect to such Letter of Credit, which portion is attributable to the undrawn portion of such Letter of Credit) over (ii) an amount equal to 100% of the unsatisfied reimbursement obligations (if any) in respect of such Letter of Credit as of the date on which such Letter of Credit is cancelled, expires, is terminated or is drawn, as the case may be, plus (2) the amount of any interest or other yield earned on the cash collateral provided by the Sponsor Guarantors in respect of such Letter of Credit Collateralization (provided that, in the case of a partial draw of such Letter of Credit, the amount otherwise payable to the Sponsor Guarantors pursuant to this clause (2) shall be such amount otherwise payable, multiplied by a fraction the numerator of which is the amount of the partial draw thereon and the denominator of which is the remaining Letter of Credit Usage with respect to such Letter of Credit), minus (3) in the case of a partial draw of a Letter of Credit, the amount of any then remaining Letter of Credit Usage with respect to such Letter of Credit, minus (4) any reasonable out-of-pocket fees and expenses of Agent with respect to such Letter of Credit not previously paid or satisfied by Borrower or any of its Subsidiaries; and

(B) in the event that Letter of Credit Collateralization with respect to such Letter of Credit is provided pursuant to clause (c) of the definition of Letter of Credit Collateralization, (i) if such Letter of Credit is cancelled and returned to the Issuing Lender or expires or is terminated in accordance with its terms (without any draw being made thereon by the beneficiary thereof), within five Business Days following the date on which such Letter of Credit is so cancelled, expires or terminated, return such standby letter of credit to the Sponsor Guarantors stamped “cancelled” on every page thereof, or (ii) if such Letter of Credit is drawn, (1) within five Business Days following the draw on such Letter of Credit, the Agent shall draw upon such standby letter of credit in an amount equal to 100% of the unsatisfied reimbursement obligations in respect of such Letter of Credit as of the date on which such Letter of Credit is funded, and (2) within five Business Days following the first to occur of a draw in full thereon, or the expiration or termination thereof in accordance with its terms, return such standby letter of credit to the Sponsor Guarantors stamped “cancelled” on every page.

It is agreed and understood that Agent shall have (i) no obligation to invest any cash collateral in an interest-bearing account or in any particular type of account and (ii) no right to invest any cash collateral (except in Cash Equivalents) without the prior written consent of the Sponsor Guarantors, which may be given or withheld in their sole discretion).

It is also agreed that the provisions of this Section 3.6 shall survive termination of this Agreement and shall inure to the benefit of, and be enforceable by, the Sponsor Guarantors (or either of them) as intended third-party beneficiaries hereof.

4. REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete in all respects, as of the date hereof, and shall be true, correct and complete, in all respects, as of the Closing Date and as of the date of the making of the initial Loans hereunder, and true, correct, and complete, in all material respects at and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement.

4.1. Organization; Power and Authority .

The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Loan Documents to which it is a party and to perform the provisions hereof and thereof.

4.2. Authorization, Etc .

This Agreement and the other Loan Documents to which the Borrower and its Subsidiaries are a party have been duly authorized by all necessary corporate or other organizational action on the part of the Borrower and its Subsidiaries, and this Agreement constitutes, and upon execution and delivery thereof each other Loan Document to which the Borrower and its Subsidiaries are a party will constitute, a legal, valid and binding obligation of the Borrower and its Subsidiaries enforceable against the Borrower and its Subsidiaries in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3. Disclosure .

The Loan Documents and the certificates or other writings delivered by or on behalf of the Borrower in connection with the transactions contemplated hereby and the financial statements listed in Schedule 4.5 , taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being understood that the Borrower makes no representation or warranty as to the accuracy of the projections except to the extent provided in Section 4.5(b) ).

4.4. Organization and Ownership of Shares of Subsidiaries .

(a)  Schedule 4.4 (as the same may be supplemented from time to time) is a complete and correct list of the Borrower’s Subsidiaries, as of the date hereof and as of each date that the representation set forth in Section 4.4(a) of the New Senior Note Agreement is made or remade (but only to same extent that such representation is made or remade under the New Senior Note Agreement (and after giving effect to any changes thereto)) showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and the percentage of shares of each class of its outstanding Equity Interests owned by the Borrower and each other Subsidiary.

(b) All of the outstanding Equity Interests of each Subsidiary shown in Schedule 4.4 as being owned by the Borrower or any of its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower or another Subsidiary free and clear of any Lien (except for Liens created by the Security Documents (as defined in the New Senior Note Agreement), transfer restrictions imposed by relevant state or federal securities laws, non-consensual Liens permitted under Section 6.4 arising by operation of law or as otherwise disclosed in Schedule 4.4 ).

(c) Unless, after the Closing Date, any Subsidiary identified on Schedule 4.4 has been merged or consolidated pursuant to Section 6.2 each Subsidiary identified in Schedule 4.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

4.5. Financial Statements; Projections .

(a) The Borrower has delivered to the Agent copies of the consolidated financial statements of the Borrower listed on Schedule 4.5 . All of said financial statements (including, without limitation, in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of the respective dates specified in such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

(b) The projections that were prepared by or on behalf of the Borrower in connection with the Transaction and delivered to the Agent on March 25, 2009 were prepared in good faith and are based on assumptions and information believed by the Borrower to be reasonable at the time such projections were prepared.

4.6. Compliance with Laws, Other Instruments, Etc .

The execution, delivery and performance by the Borrower and the Subsidiary Guarantors of this Agreement and each of the other Loan Documents to which they are parties will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Borrower or any Subsidiary under, any (i) indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease or any other Material agreement or instrument to which the Borrower or any Subsidiary is bound or by which the Borrower or any Subsidiary or any of their respective properties may be bound or affected, or (ii) corporate charter or by-laws of the Borrower or a Subsidiary, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Borrower or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Borrower or any Subsidiary.

4.7. Governmental Authorizations, Etc .

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Borrower of this Agreement or the other Loan Documents and the consummation of the Transaction, except for (i) notification filings under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, with the United States Department of Justice and the Federal Trade Commission, (ii) filings or notifications pursuant to Rule 14f-1 of the Exchange Act, (iii) filings of appropriate counterparts of this Agreement and other information as required by applicable foreign, Federal and state securities law, (iv) with respect to FCC Licenses, filings with, and consents from, the Federal Communications Commission in connection with a transfer of control and (v) all filings and other actions contemplated by the Security Documents (as defined in the New Senior Note Agreement).

4.8. Litigation; Observance of Statutes and Orders .

(a) Except as disclosed in Schedule 4.8 , there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or any property of the Borrower or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b) Neither the Borrower nor any Subsidiary is in default under any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

4.9. Taxes .

The Borrower and its Subsidiaries have filed all income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Borrower or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. As of the date hereof, the Federal income tax liabilities of the Borrower and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended December 31, 2004.

4.10. Title to Property; Leases .

The Borrower and its Subsidiaries have good and sufficient title to their respective Material properties, including, as of the date hereof, all such Material properties reflected in the most recent audited balance sheet referred to in Section 4.5 or purported to have been acquired by the Borrower or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business or in transactions permitted under Section 6.8 ), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

4.11. Licenses, Permits, Etc .

Except as disclosed in Schedule 4.11 , the Borrower and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto (the “ Intellectual Property ”), that individually or in the aggregate are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect. To the knowledge of the Borrower, no claim has been asserted in writing and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property which could reasonably be expected to have a Material Adverse Effect.

4.12. Compliance with ERISA .

(a) The Borrower and each ERISA Affiliate have operated and administered each Benefit Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the IRC relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability, penalty or excise tax by the Borrower or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA, such penalty or excise tax provisions, section 412 or 436 of the IRC or section 4068 of ERISA, other than such liabilities, penalties or excise taxes or Liens as would not be individually or in the aggregate Material.

(b) The expected postretirement benefit obligation (determined as of the last day of the Borrower’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Borrower and its Subsidiaries is not Material.

4.13. Outstanding Indebtedness .

Upon the effectiveness of the Amendment, Restatement and Combination Transactions (as defined in the New Senior Note Agreement), and of the Satisfaction Transactions (as defined in the New Senior Note Agreement), neither the Borrower nor any of its Subsidiaries will, on the Closing Date, have any Indebtedness other than Capital Leases, Indebtedness outstanding under the Senior Refinancing Documents and the Obligations.

4.14. Status under Certain Statutes .

(a) Neither the Borrower nor any Subsidiary is an “investment company” registered or required to be registered under the Investment Company Act of 1940, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

(b) No Loan Party is subject to regulation under any federal or state statute or regulation (other than Regulation X of the Board of Governors of the Federal Reserve System) which limits its ability to incur Indebtedness.

(c) Neither the Borrower nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti Terrorism Order or (ii) to the knowledge of the Borrower engages in any dealings or transactions with any such Person. The Borrower and its Subsidiaries are in compliance, in all material respects, with the Patriot Act.

4.15. Environmental Matters .

Other than exceptions to any of the following that could not, individually or in any aggregation, reasonably be expected to give rise to a Material Adverse Effect (a) the Borrower and its Subsidiaries comply and have complied with all applicable Environmental Laws, and possess and comply with and have possessed and complied with all Environmental Permits required under such laws, (b) there are no past, present or anticipated future events, conditions, circumstances, practices, plans or legal requirements that, to its knowledge, could prevent or materially increase the burden on the Borrower and its Subsidiaries of compliance with applicable Environmental Laws or of obtaining, renewing or complying with all Environmental Permits required under such laws, (c) the Borrower and its Subsidiaries have received no notice of any violation of, or potential liability under, any Environmental Law and (d) to the Borrower’s knowledge, there are and have been no Materials of Environmental Concern released or disposed of at any property owned or operated, or otherwise used for disposal by the Borrower or any of its Subsidiaries now or in the past that could give rise to liability of the Borrower or any of its Subsidiaries under any Environmental Law.

4.16. No Default .

Immediately following the Closing Date, the Borrower will not, nor will any of its Subsidiaries, be in default under or with respect to any of its Contractual Obligations in any respect which could reasonably be expected to have a Material Adverse Effect.

4.17. Patriot Act .

To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “ Patriot Act ”). No part of the proceeds of the Loans made hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

4.18. Margin Stock .

No Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to Borrower will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors or the Federal Reserve System.

4.19. OFAC .

No Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has more than 10% of its assets located in Sanctioned Entities, or (c) derives more than 10% of its revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any Advance or of the Term Loan will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

5. AFFIRMATIVE COVENANTS.

Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, the Borrower shall and shall cause each of its Subsidiaries to comply with each of the following:

5.1. Financial and Business Information .

Borrower shall deliver to the Agent and Lenders:

(a)  Monthly Reporting — within 30 days after the end of each fiscal month of Borrower, a copy of:

(i) an unaudited consolidated balance sheet of Borrower and its Subsidiaries as of the end of such month, and

(ii) the unaudited consolidated statements of income and cash flows of Borrower and its Subsidiaries for such fiscal month and for the elapsed portion of the fiscal year ended with the last day of such fiscal month, setting forth in each case in comparative form the figures for the corresponding fiscal month in the previous fiscal year, all in reasonable detail.

(b)  Quarterly Statements — within 50 days after the end of each quarterly fiscal period in each fiscal year of the Borrower (other than the last quarterly fiscal period of each such fiscal year), a copy of:

(i) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and

(ii) the unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter (including an explanation of any adjustments to such statements that will be necessary in order to compute Consolidated Net Income in accordance with clause (b) of the definition of such term),

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Borrower’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.1(b) ;

(c)  Annual Statements — within 90 days after the end of each fiscal year of the Borrower, a copy of:

(i) a consolidated balance sheet of the Borrower and its Subsidiaries, as at the end of such year, and

(ii) the consolidated statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries, for such year (including an explanation of any adjustments to such statements that will be necessary in order to compute Consolidated Net Income in accordance with clause (b) of the definition of such term),

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Borrower’s Annual Report on Form 10-K for such fiscal year (together with the Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.1(c) ;

(d) promptly after their becoming available, one copy, by email or other electronic transmission, of (i) each financial statement, report (other than those already delivered pursuant to Section 5.1(a) , (b) and (c) ), notice or proxy statement sent by Borrower or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report (other than those already delivered pursuant to Section 5.1(a) , (b) and (c) ), each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by Borrower or any Subsidiary with the Securities and Exchange Commission;

(e)  Notice of Default or Event of Default — promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto;

(f)  ERISA Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Borrower or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Benefit Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the IRC relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect;

(g)  Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Borrower or any of its Subsidiaries or relating to the ability of the Borrower to perform its obligations under the Loan Documents as from time to time may be reasonably requested by the Agent or any Lender (acting through the Agent);

(h)  Documents Delivered Under New Senior Note Agreement — Senior Documents — simultaneously with the delivery thereof to any Noteholder (as defined in the Subordination Agreement), a copy of each report, notice or similar document delivered under the Senior Documents (as defined in the Subordination Agreement) (including, without limitation, any amendment, waiver, consent or modification to any Senior Document (as defined in the Subordination Agreement), but excluding (i) monthly, quarterly and annual financial statements and other documents or notices that are required by the terms of this Section 5.1 to be delivered to the Lenders and (ii) information relating to pricing under the Senior Documents);

(i)  Operating and Cash Flow Budgets — on or before February 15th of each year, commencing on February 15, 2010, (i) the annual budget of Borrower and its Subsidiaries, as approved by its board of directors, for Borrower’s fiscal year beginning on the preceding January 1st and (ii) a forecast of the projected consolidated cash flows of the Borrower and its Subsidiaries for such fiscal year, broken down by calendar month, with a month by month comparison to the previous fiscal year of Borrower, such budget and forecast to be in reasonable detail; and

(j)  Additional Senior Debt / Maximum Senior Debt Amount — promptly, and in any event (i) with respect to Senior Note Protective Advances, upon the earlier of (x) one Business Day after the making of any such Senior Note Protective Advance, and (y) Borrower’s knowledge thereof, and (ii) with respect to any other additional incurrence of Senior Debt or any other obligations which would constitute Excess Amounts, at least five Business Days prior to the incurrence thereof, notice of the incurrence by any Loan Party of additional Senior Debt or any other obligations which when incurred would constitute Excess Amounts, which such notice shall include a specific indication, after giving effect to such additional incurrence of (A) the then outstanding principal amount of Senior Debt, (B) the then Excess Amount, if any, (C) the then Maximum Senior Debt Amount and (D) whether, and to what extent if any, the then outstanding principal amount of Senior Debt exceeds the Maximum Senior Debt Amount. For the purposes of this Section 5.1(j), the terms “Excess Amount,” “Maximum Senior Debt Amount” and “Senior Debt” are each used in this Section 5.1(j) as defined in the WFF Subordination Agreement (as the WFF Subordination Agreement is in effect on the Closing Date, and as the WFF Subordination Agreement may from time to time hereafter be amended, supplemented or otherwise modified so long as Borrower has received notice of, or otherwise is aware of, such amendment, supplement or modification).

5.2. Officer’s Certificate .

Each set of financial statements delivered to the Agent pursuant to Section 5.1(a) , Section 5.1(b) or Section 5.1(c) hereof shall be accompanied by a Compliance Certificate of a Senior Financial Officer setting forth:

(a)  Covenant Compliance — in the case of the financial statements delivered pursuant to Section 5.1(b) or 5.1(c) , the information (including detailed calculations) required in order to establish whether the Borrower was in compliance with the requirements of Section 7 , Section 6.3 through Section 6.6 and Section 6.9 (additionally, with respect to Section 6.3 , the Compliance Certificate shall contain specific indications of (i) the outstanding principal amount of Senior Debt as of the date of the delivery of such Compliance Certificate, (ii) the Excess Amount, if any, as of the date of the delivery of such Compliance Certificate, (iii) the Maximum Senior Debt Amount as of the date of the delivery of such Compliance Certificate and (iv) whether, and to what extent if any, the outstanding principal amount of Senior Debt exceeds the Maximum Senior Debt Amount as of the date of the delivery of such Compliance Certificate) on the date of the balance sheet included in the statements then being furnished (including with respect to such Section, where applicable, the calculations of the maximum ratio permissible under the terms of such Section, and the calculation of the ratio then in existence) (for the purposes of this Section 5.2(a), the terms “Excess Amount,” “Maximum Senior Debt Amount” and “Senior Debt” are each used in this Section 5.2(a) as defined in the WFF Subordination Agreement (as the WFF Subordination Agreement is in effect on the Closing Date, and as the WFF Subordination Agreement may from time to time hereafter be amended, supplemented or otherwise modified so long as Borrower has received notice of, or otherwise is aware of, such amendment, supplement or modification)); and

(b)  Event of Default — a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Borrower and its Subsidiaries from the beginning of the monthly, quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Borrower or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Borrower shall have taken or proposes to take with respect thereto.

5.3. Inspection .

The Borrower shall permit the representatives of the Agent:

(a)  No Default — if no Default or Event of Default then exists, at the expense of the Agent and upon reasonable prior notice to the Borrower, to visit the principal executive office of the Borrower, to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with the Borrower’s officers, and, with the consent of the Borrower (which consent will not be unreasonably withheld) to visit the other offices and properties of the Borrower and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b)  Default — if a Default or Event of Default then exists, at the expense of the Borrower, to visit and inspect any of the offices or properties of the Borrower or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Borrower authorizes said accountants to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries), all at such times and as often as may be requested.

5.4. Compliance with Law .

The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a materially adverse effect on the business, operations, affairs, financial condition, properties or assets of the Borrower and its Subsidiaries taken as a whole.

5.5. Insurance .

The Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

5.6. Maintenance of Properties .

The Borrower will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Borrower or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Borrower has concluded that such discontinuance would not, individually or in the aggregate, have a materially adverse effect on the business, operations, affairs, financial condition, properties or assets of the Borrower and its Subsidiaries taken as a whole.

5.7. Payment of Taxes .

The Borrower will, and will cause each of its Subsidiaries to, file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, provided that neither the Borrower nor any Subsidiary thereof need pay any such tax or assessment if (i) the amount, applicability or validity thereof is contested by the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Borrower or a Subsidiary thereof has established adequate reserves therefor in accordance with GAAP on the books of the Borrower or such Subsidiary or (ii) the nonpayment of all such taxes and assessments individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.8. Corporate Existence, Etc .

Except as permitted by Section 6.2 , the Borrower will at all times preserve and keep in full force and effect its corporate existence and the Borrower will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries and all rights and franchises of the Borrower and its Subsidiaries unless, in the good faith judgment of the Borrower, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a materially adverse effect on the business, operations, affairs, financial condition, properties or assets of the Borrower and its Subsidiaries taken as a whole.

5.9. Additional Guarantors .

With respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary of the Borrower, the Borrower shall cause such new Subsidiary to become a party to the Guaranty within 10 Business Days after so becoming a Subsidiary, and will provide notice to the Agent within five (5) Business Days of such Subsidiary entering into the Guaranty that the Guaranty is being delivered and will also refer to this Section 5.9 and the right of Agent and the Lenders to receive an opinion with respect to such Guaranty and will give the Agent 10 Business Days to request such opinion, and, if requested, the Borrower shall deliver to Agent and the Lenders legal opinions relating to such documentation, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent.

5.10. Sale of Culver City .

The Borrower will use reasonable efforts to consummate a Sale-Leaseback Transaction, on terms reasonably acceptable to the Agent (it being understood that the Agent hereby consents to terms of the Sale-Leaseback Transaction so long as such terms are not materially less favorable to the Borrower than the terms set forth on Schedule 5.10 ), with respect to Culver City as promptly as practicable after the Closing Date.

6. NEGATIVE COVENANTS.

Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, the Borrower will not and will not permit any of its Subsidiaries to do any of the following:

6.1. Transactions with Affiliates .

The Borrower will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Borrower or any Subsidiary), except (i) payment of the Permitted Glendon/Affiliate Payments, (ii) payments made to Gores Radio Holdings and/or its Affiliates in respect of the New Senior Notes held by Gores Radio Holdings and/or its Affiliates, (iii) Other Guaranties by Gores Radio Holdings and/or its Affiliates or other contingent obligations of Gores Radio Holdings and/or its Affiliates in respect of obligations of the Borrower or any Subsidiary, (iv) payments made to any Sponsor Guarantor in respect of Indebtedness, if any, held by such Sponsor Guarantor under this Agreement or other obligations owing to Gores Radio Holdings and/or its Affiliates in respect hereof, (v) payments made to Gores Radio Holdings and/or its Affiliates arising out of a Sale-Leaseback Transaction with respect to Culver City, but only if Gores Radio Holdings and/or its Affiliates is the purchaser of Culver City and such Sale-Leaseback Transaction complies with the terms set forth on Schedule 5.10 or in clause (vi) of this Section 6.1 , and (vi) pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

6.2. Merger, Consolidation, Etc .

Except to the extent permitted by Section 6.5 , the Borrower shall not, nor shall it permit any Subsidiary to, consolidate with or merge with any other corporation or conve