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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                       .

COMMISSION FILE NUMBER:

333-271072 (Sinclair, Inc.)

000-26076 (Sinclair Broadcast Group, LLC)

Sinclair, Inc.

Sinclair Broadcast Group, LLC

(Exact name of Registrant as specified in its charter)

Maryland	92-1076143 (Sinclair, Inc.)
Maryland	52-1494660 (Sinclair Broadcast Group, LLC)
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

(Address of principal executive office, zip code)

(410) 568-1500

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered by Sinclair, Inc. pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $ 0.01 per share	SBGI	The NASDAQ Stock Market LLC

Securities registered by Sinclair Broadcast Group, LLC pursuant to Section12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

| Sinclair, Inc. | Yes | ☒ | No | ☐ | | --- | --- | --- | --- | --- || Sinclair Broadcast Group, LLC | Yes | ☐ | No | ☒ | | --- | --- | --- | --- | --- |

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such file).

| Sinclair, Inc. | Yes | ☒ | No | ☐ | | --- | --- | --- | --- | --- || Sinclair Broadcast Group, LLC | Yes | ☒ | No | ☐ | | --- | --- | --- | --- | --- |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Sinclair, Inc. | Large accelerated filer | ☐ | Accelerated filer | ☒ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || Sinclair Broadcast Group, LLC | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ | Emerging growth company | ☐ | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| Sinclair, Inc. | ☐ | | --- | --- || Sinclair Broadcast Group, LLC | ☐ | | --- | --- |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

| Sinclair, Inc. | Yes | ☐ | No | ☒ | | --- | --- | --- | --- | --- || Sinclair Broadcast Group, LLC | Yes | ☐ | No | ☒ | | --- | --- | --- | --- | --- |

As of November 5, 2025, there were 45,908,531 shares of Sinclair, Inc. Class A Common Stock outstanding and 23,775,056 shares of Sinclair, Inc. Class B Common Stock outstanding.

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GENERAL

This combined report on Form 10-Q is filed by both Sinclair, Inc. (“Sinclair”) and Sinclair Broadcast Group, LLC (“SBG”). Certain information contained in this document relating to SBG is filed by Sinclair and separately by SBG. SBG makes no representation as to information relating to Sinclair or its subsidiaries, except as it may relate to SBG and its subsidiaries. References in this report to “we,” “us,” “our,” the “Company,” and similar terms refer to Sinclair and its consolidated subsidiaries, including SBG, unless context indicates otherwise. SBG is a voluntary filer and files reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a means of compliance with reporting covenants in various debt instruments of Sinclair Television Group, Inc. (“STG”), a wholly-owned subsidiary of SBG.

FORWARD-LOOKING STATEMENTS

This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties, and assumptions about us, including, among other things, the following risks. All risk factors are deemed to be related to both Sinclair and its subsidiaries, including SBG. Any risks only applicable to Sinclair are denoted as such.

Industry risks

•Financial and economic conditions, including inflation, may have an adverse impact on our industry, customers, business, and results of operations or financial condition;

•the performance of networks and syndicators that provide us with programming content, as well as the performance of internally originated programming;

•multi-channel video programming distributors (“MVPD”) and virtual MVPDs (“vMVPD,” and together with MVPDs, “Distributors”) subscriber churn due to the impact of technological changes, the proliferation of over-the-top (“OTT”) direct-to-consumer platforms, the loss of key entertainment and sports programming previously exclusively available to subscribers, and economic conditions on consumers’ desire to pay for subscription services;

•the business conditions of the Distributors we do business with and their ability to pay to broadcast our content on their distribution platforms;

•the loss of appeal of our local news, network content, syndicated program content, and sports programming, which may be unpredictable;

•the availability and cost of programming from networks and syndicators, as well as the cost of internally originated programming;

•for Sinclair, the availability and cost of rights to air professional tennis tournaments;

•our relationships with networks and their strategies to distribute their programming via means other than their local television affiliates, such as OTT or direct-to-consumer content;

•labor disputes and legislation and other union activity associated with film, acting, writing, music, and other guilds;

•the broadcasting community’s ability to develop and adopt a viable mobile digital broadcast television (“mobile DTV”) strategy and platform, such as the adoption of a next generation broadcast standard (“NextGen TV”), the consumer’s appetite for mobile television, and the industry’s acceptance of data distribution services;

•the impact of programming payments charged by networks pursuant to their affiliation agreements with broadcasters requiring compensation for network programming;

•the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter;

•changes in television rating measurement methodologies that could negatively impact audience results;

•the ability of advertisers to coordinate and determine local advertising rates as a consortium;

•the lack of our ability to negotiate directly with vMVPDs for the distribution of much of our content;

•the operation of low power devices in the broadcast spectrum, which could interfere with our broadcast; and

•the impact of Distributors and OTTs offering “skinny” programming bundles that may not include television broadcast stations or other programming that we distribute.

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Regulatory risks

•The Federal Communications Commission (“FCC”) proceeding regarding the roll-out of NextGen TV and the sunset of ATSC 1.0 could impact business-use cases for the NextGen TV technology and the timeframe for the discontinuance of ATSC 1.0;

•the potential for additional governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations, including ownership regulations limiting over-the-air television’s ability to compete effectively (including regulations relating to joint sales agreements (“JSA”), shared services agreements (“SSA”), local marketing agreements (“LMA”), the national ownership cap, and the UHF discount), arbitrary enforcement by the FCC including indecency regulations, retransmission consent regulations, and political or other advertising restrictions, such as payola rules;

•the impact of FCC and Congressional efforts which may restrict a television station’s retransmission consent negotiations;

•the impact of FCC rules requiring broadcast stations to publish, among other information, political advertising rates online;

•the potential impact of deregulation allowing the networks to purchase additional stations in our markets;

•the potential impact from changes in lowest unit rate applicability associated with political advertising spots;

•our ability to obtain regulatory approval for transactions related to FCC licenses;

•the potential impact from changes in industry ownership and multicast rules;

•our response to corporate social responsibility considerations, and compliance with laws and regulations related thereto; and

•the impact of foreign government rules related to digital and online assets.

Risks specific to us

•Our ability to attract and maintain local, national, and network advertising and successfully participate in new sales channels such as programmatic and addressable advertising through business partnership ventures and the development of technology;

•our ability to service our debt obligations and operate our business under restrictions contained in our financing agreements;

•our use of derivative financial instruments to reduce interest rate risk may result in added volatility in the amount of interest expense recorded within our financial results and the amount of cash interest paid;

•our ability to successfully implement and monetize our own content management system designed to provide our viewers significantly improved content via the internet and other digital platforms;

•our ability to successfully negotiate retransmission consent and distribution agreements for our existing and any acquired businesses with favorable terms;

•the ability of stations which we consolidate, but do not negotiate on their behalf, to successfully renegotiate retransmission consent and affiliation fees (cable network fees) agreements and comply with laws and regulations that apply to them;

•our ability to renew our FCC licenses;

•our ability to identify investment opportunities;

•our ability to successfully integrate any acquired businesses, as well as the success of our new content and distribution initiatives in a competitive environment, including CHARGE!, ROAR, Comet, The Nest, podcasts, other original programming, mobile DTV, FAST channels, and direct-to-consumer platforms;

•our ability to maintain our affiliation and programming service agreements with our networks and program service providers and, at renewal, to successfully negotiate these agreements with favorable terms;

•our ability to generate synergies and leverage new revenue opportunities;

•changes in the makeup of the population in the areas where our stations are located;

•our ability to effectively respond to technology affecting our industry;

•our ability to deploy NextGen TV nationwide, including the ability and appetite of manufacturers to install the technology within their products, as well as monetize the associated technology;

•the strength of ratings for our local news broadcasts including our news sharing arrangements;

•risks associated with the use or delayed use of artificial intelligence by us and third parties, including our use or delayed use in the operations of our business;

•the results of prior year tax audits by taxing authorities;

•for Sinclair, our ability to execute on our investment and growth strategies related to our subsidiary, Sinclair Ventures, LLC (“Ventures”); and

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•our ability to monetize our investments in real estate, venture capital and private equity holdings, and direct strategic investments in companies.

General risks

•The impact of changes in national and regional economies and credit and capital markets, including the impact of potential tariffs and trade restrictions;

•loss of consumer confidence;

•the potential impact of changes in tax law;

•the activities of our competitors;

•risks associated with the inability of key suppliers and other third parties to provide services to us;

•geopolitical conditions, including the war in Ukraine, conflicts in the Middle East, potential tariffs and international trade sanctions, could negatively impact global supply prices and disrupt supply chain levels, which could negatively impact the operations of us, our customers, our vendors, and our Distributors;

•natural disasters and pandemics (such as the outbreak and worldwide spread of COVID-19) that impact our employees, Distributors, advertisers, suppliers, stations, and networks; and

•cybersecurity incidents, data privacy, and other information technology failures related to us, our vendors and those within our vendors’ supply chain have and in the future may, adversely affect us and disrupt our operations.

Other matters set forth in this report, including the Risk Factors set forth in Item 1A of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, may also cause actual results in the future to differ materially from those described in the forward-looking statements. However, additional factors and risks not currently known to us or that we currently deem immaterial may also cause actual results in the future to differ materially from those described in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In light of these risks, uncertainties, and assumptions, events described in the forward-looking statements discussed in this report might not occur.

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PART I. FINANCIAL INFORMATION

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SINCLAIR, INC.

SINCLAIR BROADCAST GROUP, LLC

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2025

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PART I. FINANCIAL INFORMATION	2
ITEM 1. FINANCIAL STATEMENTS	4
ITEM 1A. FINANCIAL STATEMENTS OF SINCLAIR, INC. (UNAUDITED)	4
CONSOLIDATED BALANCE SHEETS	5
CONSOLIDATED STATEMENTS OF OPERATIONS	6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME	7
CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTERESTS	8
CONSOLIDATED STATEMENTS OF CASH FLOWS	10
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	11
ITEM 1B. FINANCIAL STATEMENTS OF SINCLAIR BROADCAST GROUP, LLC (UNAUDITED)	32
CONSOLIDATED BALANCE SHEETS	33
CONSOLIDATED STATEMENTS OF OPERATIONS	34
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME	35
CONSOLIDATED STATEMENTS OF MEMBER’S DEFICIT AND NONCONTROLLING INTERESTS	36
CONSOLIDATED STATEMENTS OF CASH FLOWS	38
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	39
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	58
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	71
ITEM 4. CONTROLS AND PROCEDURES	71
PART II. OTHER INFORMATION	73
ITEM 1. LEGAL PROCEEDINGS	73

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ITEM 1A. RISK FACTORS	73
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	73
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	73
ITEM 4. MINE SAFETY DISCLOSURES	73
ITEM 5. OTHER INFORMATION	73
ITEM 6. EXHIBITS	75
SIGNATURE	76

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ITEM 1. FINANCIAL STATEMENTS

This report includes the Consolidated Financial Statements of Sinclair and SBG in Item 1A and Item 1B, respectively.

ITEM 1A.  FINANCIAL STATEMENTS OF SINCLAIR, INC.

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SINCLAIR, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data) (Unaudited)

	As of September 30,<br>2025		As of December 31,<br>2024
ASSETS
Current assets:
Cash and cash equivalents	$	526	$	697
Accounts receivable, net of allowance for doubtful accounts of $5 and $6, respectively	633		637
Income taxes receivable	—		5
Prepaid expenses and other current assets	180		146
Total current assets	1,339		1,485
Property and equipment, net	662		705
Operating lease assets	115		123
Goodwill	2,086		2,082
Indefinite-lived intangible assets	149		150
Customer relationships, net	285		302
Other definite-lived intangible assets, net	285		328
Other assets	646		710
Total assets (a)	$	5,567	$	5,885
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	459	$	416
Income taxes payable	1		—
Current portion of notes payable, finance leases, and commercial bank financing	25		38
Current portion of operating lease liabilities	24		22
Current portion of program contracts payable	81		69
Other current liabilities	76		60
Total current liabilities	666		605
Notes payable, finance leases, and commercial bank financing, less current portion	4,076		4,091
Operating lease liabilities, less current portion	118		130
Program contracts payable, less current portion	11		13
Deferred tax liabilities	236		335
Other long-term liabilities	184		195
Total liabilities (a)	5,291		5,369
Commitments and contingencies (See Note 4)
Shareholders’ equity:
Class A Common Stock, $.01 par value, 500,000,000 shares authorized, 45,860,802 and 42,642,126 shares issued and outstanding, respectively	1		1
Class B Common Stock, $.01 par value, 140,000,000 shares authorized, 23,775,056 and 23,775,056 shares issued and outstanding, respectively, convertible into Class A Common Stock	—		—
Additional paid-in capital	608		570
(Accumulated deficit) retained earnings	(263)		10
Accumulated other comprehensive income	1		2
Total Sinclair shareholders’ equity	347		583
Noncontrolling interests	(71)		(67)
Total equity	276		516
Total liabilities and equity	$	5,567	$	5,885

The accompanying notes are an integral part of these unaudited consolidated financial statements.

(a)     Our consolidated total assets as of September 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $78 million and $70 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of September 30, 2025 and December 31, 2024 include total liabilities of VIEs of $9 million and $16 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 7. Variable Interest Entities.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share data) (Unaudited)

	Three Months Ended <br> September 30,				Nine Months Ended <br> September 30,
	2025		2024		2025		2024
REVENUE:
Media revenue	$	765	$	908	$	2,312	$	2,519
Non-media revenue	8		9		21		25
Total revenue	773		917		2,333		2,544
OPERATING EXPENSES:
Media programming and production expenses	413		414		1,251		1,247
Media selling, general and administrative expenses	203		201		595		591
Amortization of program costs	21		18		57		55
Non-media expenses	12		14		36		39
Depreciation of property and equipment	25		26		75		76
Corporate general and administrative expenses	40		41		137		149
Amortization of definite-lived intangible assets	37		37		108		113
Gain on asset dispositions and other, net	(36)		(13)		(19)		(11)
Total operating expenses	715		738		2,240		2,259
Operating income	58		179		93		285
OTHER INCOME (EXPENSE):
Interest expense including amortization of debt discount and deferred financing costs	(85)		(78)		(311)		(230)
Gain on extinguishment of debt	—		—		6		1
(Loss) income from equity method investments	(2)		—		(9)		92
Other income (expense), net	29		24		(55)		22
Total other expense, net	(58)		(54)		(369)		(115)
Income (loss) before income taxes	—		125		(276)		170
INCOME TAX BENEFIT (PROVISION)	1		(29)		61		(30)
NET INCOME (LOSS)	1		96		(215)		140
Net income attributable to the noncontrolling interests	(2)		(2)		(6)		(6)
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR	$	(1)	$	94	$	(221)	$	134
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR:
Basic earnings per share	$	(0.02)	$	1.43	$	(3.20)	$	2.06
Diluted earnings per share	$	(0.02)	$	1.43	$	(3.20)	$	2.05
Basic weighted average common shares outstanding (in thousands)	69,660		66,355		68,921		65,570
Diluted weighted average common and common equivalent shares outstanding (in thousands)	69,660		66,526		68,921		65,709

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions) (Unaudited)

	Three Months Ended <br> September 30,				Nine Months Ended <br> September 30,
	2025		2024		2025		2024
Net income (loss)	$	1	$	96	$	(215)	$	140
Unrealized loss on interest rate swap, net of tax	—		(8)		(1)		(3)
Comprehensive income (loss)	1		88		(216)		137
Comprehensive income attributable to the noncontrolling interests	(2)		(2)		(6)		(6)
Comprehensive (loss) income attributable to Sinclair	$	(1)	$	86	$	(222)	$	131

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTERESTS

(in millions, except share and per share data) (Unaudited)

	Three Months Ended September 30, 2024
	Sinclair Shareholders
	Class A<br>Common Stock					Class B<br>Common Stock				Additional<br>Paid-In<br>Capital		Accumulated Deficit		Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss)		Noncontrolling<br>Interests		Total Equity
		Values			Shares		Values
BALANCE, June 30, 2024	42,505,771		$	1		23,775,056		$	—	$	560	$	(227)	$	6	$	(65)	$	275
Dividends declared and paid on Class A and Class B Common Stock (0.25 per share)	—		—			—		—		—		(16)		—		—		(16)
Class A Common Stock issued pursuant to employee benefit plans	78,319		—			—		—		5		—		—		—		5
Distributions to noncontrolling interests	—		—			—		—		—		—		—		(3)		(3)
Other comprehensive loss	—		—			—		—		—		—		(8)		—		(8)
Net income	—		—			—		—		—		94		—		2		96
BALANCE, September 30, 2024	42,584,090		$	1		23,775,056		$	—	$	565	$	(149)	$	(2)	$	(66)	$	349

All values are in US Dollars.

	Nine Months Ended September 30, 2024
	Sinclair Shareholders
	Class A<br>Common Stock					Class B<br>Common Stock				Additional<br>Paid-In<br>Capital		Accumulated Deficit		Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss)		Noncontrolling<br>Interests		Total Equity
		Values			Shares		Values
BALANCE, December 31, 2023	39,737,682		$	1		23,775,056		$	—	$	517	$	(234)	$	1	$	(64)	$	221
Dividends declared and paid on Class A and Class B Common Stock (0.75 per share)	—		—			—		—		—		(49)		—		—		(49)
Class A Common Stock issued pursuant to employee benefit plans	2,846,408		—			—		—		48		—		—		—		48
Distributions to noncontrolling interests	—		—			—		—		—		—		—		(8)		(8)
Other comprehensive loss	—		—			—		—		—		—		(3)		—		(3)
Net income	—		—			—		—		—		134		—		6		140
BALANCE, September 30, 2024	42,584,090		$	1		23,775,056		$	—	$	565	$	(149)	$	(2)	$	(66)	$	349

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTERESTS

(in millions, except share and per share data) (Unaudited)

	Three Months Ended September 30, 2025
	Sinclair Shareholders
	Class A<br>Common Stock					Class B<br>Common Stock				Additional<br>Paid-In<br>Capital		Accumulated Deficit		Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income		Noncontrolling<br>Interests		Total Equity
		Values			Shares		Values
BALANCE, June 30, 2025	45,891,572		$	1		23,775,056		$	—	$	603	$	(244)	$	1	$	(68)	$	293
Dividends declared and paid on Class A and Class B Common Stock (0.25 per share)	—		—			—		—		—		(18)		—		—		(18)
Class A Common Stock issued pursuant to employee benefit plans	(30,770)		—			—		—		5		—		—		—		5
Distributions to noncontrolling interests	—		—			—		—		—		—		—		(2)		(2)
Acquisition of noncontrolling interests, net	—		—			—		—		—		—		—		(3)		(3)
Net (loss) income	—		—			—		—		—		(1)		—		2		1
BALANCE, September 30, 2025	45,860,802		$	1		23,775,056		$	—	$	608	$	(263)	$	1	$	(71)	$	276
	Nine Months Ended September 30, 2025
	Sinclair Shareholders
	Class A<br>Common Stock					Class B<br>Common Stock				Additional<br>Paid-In<br>Capital		Retained Earnings (Accumulated Deficit)		Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income		Noncontrolling<br>Interests		Total Equity
		Values			Shares		Values
BALANCE, December 31, 2024	42,642,126		$	1		23,775,056		$	—	$	570	$	10	$	2	$	(67)	$	516
Dividends declared and paid on Class A and Class B Common Stock (0.75 per share)	—		—			—		—		—		(52)		—		—		(52)
Class A Common Stock issued pursuant to employee benefit plans	3,218,676		—			—		—		39		—		—		—		39
Distributions to noncontrolling interests	—		—			—		—		—		—		—		(8)		(8)
Other comprehensive loss	—		—			—		—		—		—		(1)		—		(1)
Acquisition of noncontrolling interests, net	—		—			—		—		(1)		—		—		(2)		(3)
Net (loss) income	—		—			—		—		—		(221)		—		6		(215)
BALANCE, September 30, 2025	45,860,802		$	1		23,775,056		$	—	$	608	$	(263)	$	1	$	(71)	$	276

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) (Unaudited)

	Nine Months Ended September 30,
	2025		2024
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net (loss) income	$	(215)	$	140
Adjustments to reconcile net (loss) income to net cash flows from (used in) operating activities:
Amortization of definite-lived intangible and other assets	108		113
Depreciation of property and equipment	75		76
Amortization of program costs	57		55
Stock-based compensation	42		45
Deferred tax (benefit) provision	(98)		36
Loss (gain) on asset dispositions and other, net	26		(7)
Loss (income) from equity method investments	9		(92)
Loss from investments	83		5
Distributions from investments	4		3
Gain on extinguishment of debt	(6)		(1)
Debt issuance costs	68		—
Change in assets and liabilities, net of acquisitions:
Decrease (increase) in accounts receivable	12		(5)
(Increase) decrease in prepaid expenses and other current assets	(18)		10
Increase (decrease) in accounts payable and accrued and other current liabilities	12		(408)
Net change in net income taxes payable/receivable	1		(11)
Decrease in program contracts payable	(55)		(61)
Other, net	(14)		2
Net cash flows from (used in) operating activities	91		(100)
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(55)		(61)
Acquisition of businesses, net of cash acquired	(25)		—
Purchases of investments	(26)		(41)
Distributions and proceeds from investments	13		185
Other, net	—		3
Net cash flows (used in) from investing activities	(93)		86
CASH FLOWS USED IN FINANCING ACTIVITIES:
Proceeds from notes payable and commercial bank financing	1,430		—
Repayments of notes payable, commercial bank financing, and finance leases	(1,420)		(52)
Dividends paid on Class A and Class B Common Stock	(52)		(49)
Debt issuance costs	(110)		—
Distributions to noncontrolling interests	(8)		(8)
Other, net	(9)		(3)
Net cash flows used in financing activities	(169)		(112)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(171)		(126)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	697		662
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	526	$	536

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.              NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations

Sinclair, Inc. (“Sinclair”) is a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations and digital platforms. The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, other original programming produced by us and our owned networks and professional sports. Additionally, we own digital media companies that are complementary to our extensive portfolio of television station related digital properties and we have interests in, own, manage, and/or operate technical and software services companies, research and development companies for the advancement of broadcast technology, and other media and non-media related businesses and assets, including real estate, venture capital, private equity, and direct investments.

For the quarter ended September 30, 2025, we had two reportable segments: local media and tennis. The local media segment consists primarily of our 179 broadcast television stations in 81 markets, which we own, provide programming and operating services pursuant to agreements commonly referred to as local marketing agreements (“LMA”), or provide sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements (“JSA”) and shared services agreements (“SSA”)). These stations broadcast 646 channels as of September 30, 2025. For the purpose of this report, these 179 stations and 646 channels are referred to as “our” stations and channels. The tennis segment consists of Tennis Channel, a cable network which includes coverage of many of tennis’ top tournaments and original professional sports and tennis lifestyle shows; Tennis Channel International streaming service; Tennis Channel streaming service; TennisChannel 2, a 24-hour a day free ad-supported streaming television channel; and Tennis.com.

Principles of Consolidation

The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries, and VIEs for which we are the primary beneficiary. Noncontrolling interests represent a minority owner’s proportionate share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation.

We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. See Note 7. Variable Interest Entities for more information on our VIEs.

Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees.

Interim Financial Statements

The consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive (loss) income, consolidated statements of equity and noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements.

As permitted under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), the consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. The consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures, requiring annual disclosure of consistent categories and greater disaggregation of information in the rate reconciliation table; additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate); income taxes paid disaggregated by jurisdiction; and income or loss before income tax disaggregated between foreign and domestic. The guidance is effective for annual periods beginning after December 15, 2024, applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this guidance but do not expect it to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued guidance requiring disclosure of disaggregated information about certain income statement expense line items. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this guidance.

Broadcast Television Programming

We have agreements with programming syndicators for the rights to television programming over contract periods, which generally run from one to three years. Contract payments are made in installments over terms that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet when the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement, and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets.

The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or fair value. Program costs are amortized on a straight-line basis except for contracts greater than three years which are amortized utilizing an accelerated method. Program costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by amortization or fair value adjustments.

We assess our program costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.

Hedge Accounting

We entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of our exposure to variable interest rates. The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and we receive a floating rate of interest based on the Secured Overnight Financing Rate (“SOFR”).

We have determined that the interest rate swap meets the criteria for hedge accounting. The initial value of the interest rate swap and any changes in value in subsequent periods are included in accumulated other comprehensive income, with a corresponding change recorded in assets or liabilities depending on the position of the swap. Gains or losses on the monthly settlement of the interest rate swap are reflected in interest expense in our consolidated statements of operations. Cash flows related to the interest rate swap are classified as operating activities in our consolidated statements of cash flows. See Interest Rate Swap within Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further discussion.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Non-cash Investing and Financing Activities

Leased assets obtained in exchange for new operating lease liabilities were $7 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively. Leased assets obtained in exchange for new finance lease liabilities were $17 million for the nine months ended September 30, 2024. Non-cash investing activities included property and equipment purchases of $4 million and $5 million for the nine months ended September 30, 2025 and 2024, respectively.

We received equity shares in investments valued at $21 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.

We completed the acquisition and sale of certain television stations as described in Acquisitions and Station Disposals below for non-cash consideration of $32 million and $36 million, respectively, during both the three and nine months ended September 30, 2025.

Revenue Recognition

The following table presents our revenue disaggregated by type and segment (in millions):

For the three months ended September 30, 2025	Local Media		Tennis		Other		Eliminations		Total
Distribution revenue	$	370	$	52	$	—	$	—	$	422
Core advertising revenue	269		14		38		(6)		315
Political advertising revenue	6		—		—		—		6
Other media, non-media, and intercompany revenue	22		1		10		(3)		30
Total revenue	$	667	$	67	$	48	$	(9)	$	773
For the nine months ended September 30, 2025	Local Media		Tennis		Other		Eliminations		Total
Distribution revenue	$	1,145	$	162	$	—	$	—	$	1,307
Core advertising revenue	812		38		91		(18)		923
Political advertising revenue	18		—		—		—		18
Other media, non-media, and intercompany revenue	65		3		24		(7)		85
Total revenue	$	2,040	$	203	$	115	$	(25)	$	2,333
For the three months ended September 30, 2024	Local Media		Tennis		Other		Eliminations		Total
Distribution revenue	$	383	$	51	$	—	$	—	$	434
Core advertising revenue	283		8		9		(5)		295
Political advertising revenue	138		—		—		—		138
Other media, non-media, and intercompany revenue	41		1		10		(2)		50
Total revenue	$	845	$	60	$	19	$	(7)	$	917
For the nine months ended September 30, 2024	Local Media		Tennis		Other		Eliminations		Total
Distribution revenue	$	1,151	$	154	$	—	$	—	$	1,305
Core advertising revenue	852		32		24		(13)		895
Political advertising revenue	202		—		—		—		202
Other media, non-media, and intercompany revenue	117		4		30		(9)		142
Total revenue	$	2,322	$	190	$	54	$	(22)	$	2,544

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Distribution Revenue. We generate distribution revenue through fees received from these Distributors for the right to distribute our stations and other properties. Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber. These arrangements represent licenses of intellectual property; revenue is recognized as the signal or network programming is provided to our customers (as usage occurs) which corresponds with the satisfaction of our performance obligation. Revenue is calculated based upon the contractual rate multiplied by an estimated number of subscribers. Our customers will remit payments based upon actual subscribers a short time after the conclusion of a month, which generally does not exceed 120 days. Historical adjustments to subscriber estimates have not been material.

Core Advertising Revenue. We generate core advertising revenue primarily from the sale of non-political advertising spots/impressions within our broadcast television and digital platforms.

Political Advertising Revenue. We generate political advertising revenue primarily from the sale of political advertising spots/impressions within our broadcast television and digital platforms.

In accordance with ASC 606, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) distribution arrangements which are accounted for as a sales/usage-based royalty.

Deferred Revenue. We record deferred revenue when cash payments are received or due in advance of our performance, including amounts which are refundable. We classify deferred revenue as either current in other current liabilities or long-term in other long-term liabilities in our consolidated balance sheets based on the timing of when we expect to satisfy our performance obligations. Deferred revenue was $169 million and $170 million as of September 30, 2025 and December 31, 2024, respectively, of which $94 million and $112 million, respectively, was reflected in other long-term liabilities in our consolidated balance sheets. Deferred revenue recognized for the nine months ended September 30, 2025 and 2024, included in the deferred revenue balance as of December 31, 2024 and 2023, was $49 million and $40 million, respectively.

For the three months ended September 30, 2025, two customers accounted for 11% and 10%, respectively, of our total revenue. For the nine months ended September 30, 2025, two customers accounted for 11% and 11%, respectively, of our total revenue. For the three months ended September 30, 2024, one customer accounted for 10% of our total revenue. For the nine months ended September 30, 2024, two customers accounted for 11% and 10%, respectively, of our total revenue. As of September 30, 2025, one customer accounted for 12% of our accounts receivable, net. As of December 31, 2024, four customers accounted for 11%, 11%, 10%, and 10%, respectively, of our accounts receivable, net. For purposes of this disclosure, a single customer may include multiple entities under common control.

Acquisitions and Station Disposals

In March 2025, Sinclair Ventures, LLC (“Ventures”) completed the acquisition of CPX Interactive LLC (“Digital Remedy”) for approximately $30 million in cash, net of cash acquired of $5 million, in which Ventures acquired the remaining 75% of the business they did not already own. The acquired assets and liabilities were recorded at fair value as of the closing date of the transactions, which included $22 million of definite-lived intangible assets and $17 million of goodwill.

In July 2025, we sold our owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for consideration valued at $36 million. For the nine months ended September 30, 2025, we recorded a net loss of $8 million related to the sale, which is included within gain on asset dispositions and other, net within our consolidated statements of operations and our local media segment within Note 6. Segment Data.

In September 2025, we acquired the non-license assets of WLNE in Providence, RI for consideration valued at $32 million. The acquired assets and liabilities were recorded at fair value as of the closing date of the transaction. Based upon our preliminary purchase price allocation, we recorded $27 million of definite-lived intangible assets, $1 million of property and equipment, and $4 million of net working capital.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three and nine months ended September 30, 2025 and 2024 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies, current and cumulative losses, and forecasts of future taxable income. In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis. A valuation allowance has been provided for deferred tax assets related to a substantial amount of our available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies, and projected future taxable income.

On July 4, 2025, the One Big, Beautiful Bill (“OBBB”) was enacted. The OBBB is a comprehensive tax reform package that includes several provisions which have, and will continue to, reduce our taxes paid in 2025. We do not expect the legislation to have a material impact on our financial statements.

Our effective income tax rate for the three months ended September 30, 2025 was greater than the statutory rate primarily due to accrual of interest income attributable to prior years’ pending income tax refund claims. Our effective income tax rate for the nine months ended September 30, 2025 approximated the statutory rate. Our effective income tax rate for the three months ended September 30, 2024 was greater than the statutory rate primarily due to non-deductible expenses. Our effective income tax rate for the nine months ended September 30, 2024 was less than the statutory rate primarily due to an immaterial $7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.

We do not believe that our liability for unrecognized tax benefits would be materially impacted, in the next twelve months, as a result of the expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.

Reclassifications

Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation.

Subsequent Events

In November 2025, our Board of Directors declared a quarterly dividend of $0.25 per share, payable on December 15, 2025, to holders of record at the close of business on December 1, 2025.

2.              OTHER ASSETS:

Other assets as of September 30, 2025 and December 31, 2024 consisted of the following (in millions):

	As of September 30,<br>2025		As of December 31,<br>2024
Equity method investments	$	26	$	48
Other investments	330		382
Notes receivable	31		27
Income tax receivable	149		144
Post-retirement plan assets	51		47
Other	59		62
Total other assets	$	646	$	710

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Equity Method Investments

We have a portfolio of investments in a number of entities that are primarily focused on the development of real estate and other media and non-media businesses. No investments were individually significant for the periods presented.

Other Investments

We measure our investments, excluding equity method investments, at fair value or, in situations where fair value is not readily determinable, we have the option to value investments at cost plus observable changes in value, less impairment. Additionally, certain investments are measured at net asset value (“NAV”).

As of September 30, 2025 and December 31, 2024, we held $132 million and $228 million, respectively, in investments measured at fair value. As of September 30, 2025 and December 31, 2024, we held $144 million and $116 million, respectively, in investments measured at NAV. We recognized a fair value adjustment gain of $19 million and loss of $84 million for the three and nine months ended September 30, 2025, respectively, and a fair value adjustment gain of $15 million and loss of $28 million for the three and nine months ended September 30, 2024, respectively, associated with these investments, which are reflected in other income (expense), net in our consolidated statements of operations. As of September 30, 2025 and December 31, 2024, our unfunded commitments related to our investments valued using the NAV practical expedient totaled $45 million and $60 million, respectively.

Investments accounted for utilizing the measurement alternative were $54 million and $38 million as of September 30, 2025 and December 31, 2024, respectively. There were no adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for any of the three and nine months ended September 30, 2025 and the three months ended September 30, 2024. We recorded a $2 million impairment related to one investment for the nine months ended September 30, 2024, which is reflected in other income (expense), net in our consolidated statements of operations.

3.              NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:

Credit Agreement and Notes

During the first quarter of 2025, Sinclair Television Group, Inc. (“STG”), a wholly-owned subsidiary of Sinclair Broadcast Group, LLC (“SBG”), completed a series of financing transactions (the “Transactions”) as follows:

Exchanged $711.4 million aggregate principal amount outstanding of the $714 million Term Loan B-3, which mature April 1, 2028 and bear interest at SOFR plus 3.00%, into second-out first lien Term Loan B-6 issued under a new credit agreement dated February 12, 2025 (the “New Credit Agreement”), which mature December 31, 2029 and bear interest at SOFR plus 3.30%. Exchanged all of the $731.3 million aggregate principal amount outstanding of Term Loan B-4, which matured on April 21, 2029 and bore interest at SOFR plus 3.75%, into second-out first lien Term Loan B-7 issued under the New Credit Agreement, which mature December 31, 2030 and bear interest at SOFR plus 4.10%.

Exchanged $575 million of commitments under the existing revolving credit facility into $575 million first-out first lien revolving commitments (the “First-Out Revolving Credit Facility”) under the New Credit Agreement, which mature February 12, 2030 and borrowings thereunder will bear interest at SOFR plus 2.00%.

The existing bank credit agreement was amended as of February 12, 2025 (the “Amended Credit Agreement”) concurrent with the Transactions and entering into the New Credit Agreement, subordinating the secured obligations thereunder and eliminating substantially all covenants and certain events of default. As a result, the remaining $3 million of Term Loan B-3 and the remaining $75 million of commitments under the existing revolving credit facility are ranked as third lien obligations.

STG issued $1,430 million aggregate principal amount of 8.125% first-out first lien secured notes due 2033 (the “8.125% First-Out Notes”), which mature on February 15, 2033. The proceeds from the 8.125% First-Out Notes were used to repay in full the $1,175 million aggregate principal amounts outstanding of Term Loan B-2 due 2026, approximately $63.6 million aggregate principal amount of 4.125% Senior Secured Notes due 2030 at 84% of the principal amount, and approximately $104 million aggregate principal amount of 5.125% Senior Notes due 2027 at 97% of the principal amount and to pay fees and expenses related to the Transactions.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Exchanged $432 million aggregate principal amount of the existing 4.125% Senior Secured Notes due 2030 into 9.750% senior secured second lien notes due 2033 (the “9.750% Second Lien Notes”), which mature on February 15, 2033. Exchanged $238 million aggregate principal amount of the existing 4.125% Senior Secured Notes due 2030 into 4.375% second-out first lien secured notes due 2032 (the “4.375% Second-Out Notes”), which mature on December 31, 2032. The remaining 4.125% Senior Secured Notes due 2030 of $4 million became unsecured obligations as the related indenture was amended to release all liens on the collateral and eliminate substantially all covenants and certain events of default.

For the nine months ended September 30, 2025, we recognized a gain on extinguishment of the 4.125% Senior Secured Notes due 2030 and 5.125% Senior Notes due 2027 of $5 million and $3 million, respectively, and a loss on extinguishment of the Term Loan B-2 of $6 million.

The New Credit Agreement and the indentures for the 8.125% First-Out Notes, 4.375% Second-Out Notes, and 9.750% Second Lien Notes (collectively, the “New Indentures”) contain certain restrictive covenants including, but not limited to, restrictions on indebtedness, liens, restricted payments (including repayment of certain subordinated debt), investments, mergers, consolidations, sales and other dispositions of assets and affiliate transactions. These covenants are subject to a number of exceptions and limitations as described in the New Credit Agreement and New Indentures. The New Credit Agreement and New Indentures also include events of default, including certain cross-default and cross-acceleration provisions with other debt of STG, customary for agreements of its type.

Prior to February 15, 2028, December 1, 2025, and February 15, 2027, we may redeem the 8.125% First-Out Notes, 4.375% Second-Out Notes, and 9.750% Second Lien Notes, respectively, in whole or in part, at any time or from time to time at a price equal to 100% of the principal amount of the respective notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the New Indentures. On or prior to February 15, 2028 and February 15, 2027, we may redeem up to 40% of the aggregate principal amount of the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, at a price equal to 108.125% and 109.750% of the principal amount of the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the date of redemption using the proceeds of certain equity offerings. Prior to February 15, 2028 and February 15, 2027, we may redeem the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, in whole but not in part, at a redemption price equal to 108.125% and 109.750% of the principal amount of the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the redemption date upon certain change of control transactions or certain significant acquisitions. Beginning on December 1, 2025, we may redeem some or all of the 4.375% Second-Out Notes at any time or from time to time at the redemption prices set forth in the New Indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, upon the sale of certain of STG’s assets or certain changes of control, we may be required to offer to repurchase some or all of the 8.125% First-Out Notes, 4.375% Second-Out Notes, and 9.750% Second Lien Notes.

The First-Out Revolving Credit Facility includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed 3.5x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date. Since there was no utilization under the First-Out Revolving Credit Facility as of September 30, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement. As of September 30, 2025, the STG first-out first lien leverage ratio was below 3.5x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of September 30, 2025.

During the second quarter of 2025, we repurchased $81 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million. We recognized a gain on extinguishment of the 5.125% Senior Notes due 2027 of $4 million for the nine months ended September 30, 2025. In October 2025, we repurchased the remaining $89 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $89 million. The 5.125% Senior Notes due 2027 acquired were canceled immediately following their acquisition.

During the nine months ended September 30, 2024, we repurchased $27 million aggregate principal amount of Term Loan B-2 for consideration of $25 million. The portions of Term Loan B-2 purchased were canceled immediately following their acquisition. We recognized a gain on extinguishment of the Term Loan B-2 of $1 million for the nine months ended September 30, 2024.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Finance Leases to Affiliates

The current portion of notes payable, finance leases, and commercial bank financing in our consolidated balance sheets includes finance leases to affiliates of $3 million as of both September 30, 2025 and December 31, 2024. Notes payable, finance leases, and commercial bank financing, less current portion, in our consolidated balance sheets includes finances leases to affiliates of $7 million and $9 million as of September 30, 2025 and December 31, 2024, respectively. See Note 8. Related Person Transactions.

Debt of Variable Interest Entities and Guarantees of Third-Party Obligations

STG jointly, severally, unconditionally, and irrevocably guaranteed $2 million of debt of certain third parties as of both September 30, 2025 and December 31, 2024, all of which related to consolidated VIEs and is included in our consolidated balance sheets as of both September 30, 2025 and December 31, 2024. We provide a guarantee of certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $455 million for the years 2025 through 2029. We accrued $15 million related to this obligation for the nine months ended September 30, 2025, included in gain on asset dispositions and other, net in our consolidated statements of operations. As of September 30, 2025, $8 million of this obligation is reflected in accounts payable and accrued liabilities in our consolidated balance sheets. See Note 4. Commitments and Contingencies for further discussion.

Interest Rate Swap

We entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of our exposure to variable interest rates. The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and we receive a floating rate of interest based on SOFR. See Hedge Accounting within Note 1. Nature of Operations and Summary of Significant Accounting Policies for further discussion. The fair value of the interest rate swap was a liability of $0.1 million as of September 30, 2025, which is recorded in other current liabilities in our consolidated balance sheets, and an asset of $1 million as of December 31, 2024, which is recorded in other assets in our consolidated balance sheets.

Accounts Receivable Securitization Facility

On November 6, 2025, STG and one of its subsidiaries entered into a three-year, up to $375 million revolving accounts receivable securitization facility (the “AR Facility”) with Wells Fargo Bank, N.A., as administrative agent (“Wells”) in order to enable STG to raise incremental, low-cost capital.

4.              COMMITMENTS AND CONTINGENCIES:

Litigation, Claims, and Regulatory Matters

We are a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. Except as noted below, we do not believe the outcome of these matters, individually or in the aggregate, will have a material effect on our financial statements.

FCC Matters

On May 22, 2020, the Federal Communications Commission (“FCC”) released an Order and Consent Decree pursuant to which the Company agreed to pay $48 million to resolve the matters covered by a Notice of Apparent Liability for Forfeiture (“NAL”) issued in December 2017 proposing a $13 million fine for alleged violations of the FCC’s sponsorship identification rules by the Company and certain of its subsidiaries, the FCC’s investigation of the allegations raised in the Hearing Designation Order issued in connection with the Company’s proposed acquisition of Tribune, and a retransmission related matter. The Company submitted the $48 million payment on August 19, 2020. As part of the consent decree, the Company also agreed to implement a four-year compliance plan (which terminated on May 29, 2024). Two petitions were filed on June 8, 2020 seeking reconsideration of the Order and Consent Decree. The Company filed an opposition to the petitions on June 18, 2020, and the petitions remain pending.

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On September 1, 2020, one of the individuals who filed a petition for reconsideration of the Order and Consent Decree filed a petition to deny the license renewal application of WBFF(TV), Baltimore, MD, and the license renewal applications of two other Baltimore, MD stations with which the Company has a JSA or LMA, Deerfield Media station WUTB(TV) and Cunningham Broadcasting Corporation (“Cunningham”) station WNUV(TV). On January 18, 2024, a motion was filed to request substitution of the petitioner, who is deceased. On June 27, 2025, the FCC (i) denied the motion for substitution; (ii) dismissed the petition to deny; and (iii) granted the license renewal applications of WBFF(TV), WUTB(TV), and WNUV(TV). An application for review of the FCC’s decision was filed on July 28, 2025 on behalf of the individual who unsuccessfully sought to be substituted for the petitioner in the proceeding. The Company timely filed an opposition to the application for review and the matter remains pending. On April 14, 2025, the same attorney who filed the petition against the renewal applications filed a similar petition to deny, on behalf of a different client, assignment applications filed by the Company seeking FCC consent to sell certain stations to a third party. On July 1, 2025, the FCC dismissed that petition to deny and granted the applications. An application for review of the decision to grant the assignment applications was filed on behalf of the petitioner on July 30, 2025. The Company timely filed an opposition to the application for review and the matter remains pending.

On September 2, 2020, the FCC adopted a Memorandum Opinion and Order and NAL against the licensees of several stations with whom the Company has LMAs, JSAs, and/or SSAs in response to a complaint regarding those stations’ retransmission consent negotiations. The NAL proposed a $0.5 million penalty for each station, totaling $9 million. The licensees filed a response to the NAL on October 15, 2020, asking the FCC to dismiss the proceeding or, alternatively, to reduce the proposed forfeiture to $25,000 per station. On July 28, 2021, the FCC issued a forfeiture order in which the $0.5 million penalty was upheld for all but one station. A Petition for Reconsideration of the forfeiture order was filed on August 7, 2021. On March 14, 2022, the FCC released a Memorandum Opinion and Order and Order on Reconsideration, which reaffirmed the forfeiture order, dismissed (and in the alternative, denied) the Petition for Reconsideration, and stated that because the fines were not paid within the period stated in the July 2021 forfeiture order the FCC may refer the case to the U.S. Department of Justice (“DOJ”) for enforcement of the forfeiture pursuant to Section 504 of the Communications Act. Our understanding is that enforcement remains pending. The Company is not a party to this forfeiture order.

On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including 83 Company stations and several stations with whom the Company has LMAs, JSAs, and/or SSAs, for violation of the FCC’s limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018. The NAL proposed a fine of $2.7 million against the Company, and fines ranging from $20,000 to $26,000 per station for the other licensees, including the LMA, JSA, and/or SSA stations, for a total of $3.4 million. On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount. On September 6, 2024, the FCC issued a forfeiture order imposing the fine as proposed in the NAL. The Company and all other affected licensees filed a joint petition for reconsideration of the forfeiture order on October 7, 2024. On June 27, 2025, the FCC adopted an Order and Consent Decree pursuant to which the Company agreed to make a voluntary contribution of $500,000 to resolve, without any admission of liability, the forfeiture order (with respect to Company stations), a closed captioning investigation of Company station WUHF in Rochester, NY, and matters relating to certain of the Company’s pending station renewal applications. As part of the consent decree, the Company also agreed to implement a two-year compliance plan relating to the FCC’s limits on commercial matter in children’s programming and closed captioning rules, and the FCC agreed to grant the license renewal applications of all Company stations involved in the matters resolved by the consent decree. The consent decree states the forfeiture order will be resolved by separate action with respect to the non-Company licensees named in the forfeiture order, and to the Company’s knowledge all but one of such non-Company licensees have entered into non-monetary consent decrees with the FCC and agreed to similar compliance plans with respect to the FCC’s limits on commercial matter in children’s programming. The Company made the $500,000 voluntary contribution on July 9, 2025.

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Other Matters

On November 6, 2018, the Company agreed to enter into a proposed consent decree with the DOJ. This consent decree resolves the DOJ’s investigation into the sharing of pacing information among certain stations in some local markets. The DOJ filed the consent decree and related documents in the U.S. District Court for the District of Columbia on November 13, 2018. The U.S. District Court for the District of Columbia entered the consent decree on May 22, 2019. The consent decree is not an admission of any wrongdoing by the Company and does not subject the Company to any monetary damages or penalties. The Company believes that even if the pacing information was shared as alleged, it would not have impacted any pricing of advertisements or the competitive nature of the market. The consent decree requires the Company to adopt certain antitrust compliance measures, including the appointment of an Antitrust Compliance Officer, consistent with what the DOJ has required in previous consent decrees in other industries. The consent decree also requires the Company’s stations not to exchange pacing and certain other information with other stations in their local markets, which the Company’s management had already instructed them not to do.

The Company is aware of twenty-two putative class action lawsuits that were filed against the Company following published reports of the DOJ investigation into the exchange of pacing data within the industry. On October 3, 2018, these lawsuits were consolidated in the Northern District of Illinois. The consolidated action alleges that the Company and thirteen other broadcasters conspired to fix prices for commercials to be aired on broadcast television stations throughout the United States and engaged in unlawful information sharing, in violation of the Sherman Antitrust Act. The consolidated action seeks damages, attorneys’ fees, costs and interest, as well as injunctions against adopting practices or plans that would restrain competition in the ways the plaintiffs have alleged. The Court denied the defendants’ motion to dismiss on November 6, 2020. Discovery commenced shortly after that and is continuing. On December 8, 2023, the Court granted final approval of the settlements the plaintiffs had reached with four of the original defendants (CBS, Fox, Cox Media, and ShareBuilders), who agreed to pay a total of $48 million to settle the plaintiffs’ claims against them. The plaintiffs are continuing to pursue their claims against the Company and the other non-settling defendants. Under the current schedule set by the Court, fact discovery is scheduled to close 90 days after a Special Master completes his review of the plaintiffs’ objections to the defendants’ privilege claims. On December 6, 2024, the plaintiffs filed a motion seeking sanctions against the Company in connection with the loss of certain cell phone data. On February 4, 2025, following briefing on that motion, the Court heard arguments and took the motion under advisement. On February 20, 2025, Special Master Richard Levie issued Report and Recommendation No. 3 addressing plaintiffs’ challenges to certain of defendants’ privilege log entries (“Levie R&R No. 3”), which recommended that the Court compel disclosure of certain documents Sinclair and the other non-settling defendants withheld from discovery based on assertions of privilege. Sinclair and the other co-defendants filed objections to Levie R&R No. 3. At a March 18, 2025 status conference, the Court set a tentative trial date of April 1, 2026, and stated its expectations that depositions will resume. At a Status Conference on October 1, 2025, the Court indicated that it would be setting a new schedule with a trial date occurring after April 1, 2026. Sinclair and the other parties are awaiting issuance of the new scheduling order. On October 20, 2025, the Court issued an order adopting Levie R&R No. 3 and denying the objections to Levie R&R No. 3 made by Sinclair and the other non-settling defendants, compelling the production of 6,313 documents Sinclair withheld as privileged. On September 29, 2025, Special Master Wayne R. Andersen issued Report and Recommendation No. 3 (“Andersen R&R No. 3”) and on October 23, 2025, Special Master Andersen issued Report and Recommendation No. 6 (“Andersen R&R No. 6”), addressing certain of plaintiffs’ additional challenges to certain of Sinclair’s privilege log entries. Andersen R&R No. 3 and Andersen R&R No. 6 each recommended granting in part and denying in part plaintiffs’ challenges. No party has appealed Andersen R&R No. 3, which compelled the production of two documents Sinclair withheld as privileged. The plaintiffs filed an objection to Anderson R&R No. 6 on November 6, 2025. Sinclair intends to file a response in opposition to that objection. Discovery and the Special Master’s review of plaintiffs’ challenges to the defendants’ privilege claims remain ongoing. The Company continues to believe the lawsuits are without merit and intends to vigorously defend itself against all such claims.

On July 19, 2023, as part of the bankruptcy proceedings of Diamond Sports Group, LLC (“DSG”), at such time, an independently managed and unconsolidated subsidiary of Sinclair, DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC, filed a complaint (the “Diamond Litigation”), under seal, in the United States Bankruptcy Court for the Southern District of Texas naming certain subsidiaries of Sinclair, including SBG and STG and certain officers of SBG and STG, as defendants.

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In the complaint, plaintiffs challenged a series of transactions involving SBG and certain of its subsidiaries, on the one hand, and DSG and its subsidiaries, on the other hand, since SBG acquired the former Fox Sports regional sports networks from The Walt Disney Company in August 2019. The complaint alleged, among other things, that the management services agreement (the “MSA”) entered into by STG and DSG was not fair to DSG and was designed to benefit STG and SBG; that the Bally’s Corporation (“Bally’s”) transaction in November 2020 through which Bally’s acquired naming rights to certain regional sports networks was not fair to DSG and was designed to benefit STG and SBG; and that certain distributions made by DSG that were used to pay down preferred equity of DSH, were inappropriate and were conducted at a time when DSG was insolvent. The complaint also alleged that SBG and its subsidiaries (other than DSG and its subsidiaries) received payments or indirect benefits of approximately $1.5 billion as a result of the alleged misconduct. The complaint asserted a variety of claims, including certain fraudulent transfers of assets, unlawful distributions and payments, breaches of contracts, unjust enrichment and breaches of fiduciary duties. The plaintiffs sought, among other relief, avoidance of fraudulent transfers and unlawful distributions, and unspecified monetary damages to be determined.

On March 1, 2024, the court approved a global settlement and release of all claims associated with the Diamond Litigation, which settlement included an amendment to the MSA. Sinclair entered into the settlement, without admitting any fault or wrongdoing. The settlement terms included, among other things, DSG’s dismissal with prejudice of its $1.5 billion litigation against Sinclair and all other defendants, along with the full and final satisfaction and release of all claims in that litigation against all defendants, including Sinclair and its subsidiaries, in exchange for Sinclair’s cash payment to DSG of $495 million. Additionally, under the terms of the settlement, Sinclair would provide transition services to DSG to allow DSG to become a self-standing entity going forward. During the first quarter of 2024, we paid $50 million related to the settlement. The final settlement payment was made during the second quarter of 2024 and of the total $495 million settlement amount paid, $347 million was paid by STG and $148 million was paid by Ventures. On January 2, 2025, DSG announced that it had emerged from bankruptcy, at which time, Sinclair’s equity interest in DSG was terminated.

We have provided a guarantee that requires us to provide funding to Marquee under certain circumstances. On July 19, 2024, Marquee sent us a funding notice seeking $29 million under the Marquee guarantee by August 1, 2024 purportedly to make payments under certain agreements to affiliates of the Chicago Cubs, an affiliate of which is also a co-owner of Marquee. Based on the information provided to us by Marquee, Marquee has sufficient cash to make such payments without funding under the Marquee guarantee. For this and other reasons, we do not believe we are contractually required to provide funding under the Marquee guarantee at this time and have so informed Marquee. On August 2, 2024, Marquee sent us another letter claiming that our failure to timely pay the amounts subject to Marquee’s funding notice constitutes a breach of the Marquee guarantee and requesting payment of such amounts no later than August 17, 2024 at which time Marquee has stated it will pursue any and all available remedies pursuant to the Marquee guarantee. As of January 1, 2025, we determined we had no further obligations under the guarantee agreement. Marquee disputed this position, and on June 9, 2025, we entered into a binding term sheet to settle the matter. As part of the settlement, the parties agreed that the guarantee would be in effect through 2029; however, the maximum obligation under the guarantee agreement was reduced. As a result of the execution of this binding term sheet, we have concluded that our obligation to pay under a portion of the guarantee is probable and the loss related thereto could be reasonably estimated, thus recorded an estimated obligation related to this arrangement during the nine months ended September 30, 2025 (as further discussed in Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing). Because loss contingencies are inherently unpredictable and unfavorable developments can occur, the assessment requires judgment about future events. Moreover, there is no assurance that contingencies will be satisfied and the ultimate loss may differ materially from the estimated obligation we have recorded.

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5.              EARNINGS PER SHARE:

The following table reconciles income (numerator) and shares (denominator) used in our computations of basic and diluted earnings per share for the periods presented (in millions, except share amounts which are reflected in thousands):

	Three Months Ended <br> September 30,				Nine Months Ended <br> September 30,
	2025		2024		2025		2024
Income (Numerator)
Net income (loss)	$	1	$	96	$	(215)	$	140
Net income attributable to the noncontrolling interests	(2)		(2)		(6)		(6)
Numerator for basic and diluted earnings per common share available to common shareholders	$	(1)	$	94	$	(221)	$	134
Shares (Denominator)
Basic weighted-average common shares outstanding	69,660		66,355		68,921		65,570
Dilutive effect of stock-settled appreciation rights and outstanding stock options	—		171		—		139
Diluted weighted-average common and common equivalent shares outstanding	69,660		66,526		68,921		65,709

The following table shows the weighted-average stock-settled appreciation rights and outstanding stock options (in thousands) that are excluded from the calculation of diluted earnings per common share as the inclusion of such shares would be anti-dilutive:

	Three Months Ended <br> September 30,		Nine Months Ended <br> September 30,
	2025	2024	2025	2024
Weighted-average stock-settled appreciation rights and outstanding stock options excluded	5,258	5,120	5,306	6,328

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6.              SEGMENT DATA:

We measure segment performance based on operating income (loss). For the quarter ended September 30, 2025, we had two reportable segments, local media and tennis. Our local media segment includes our television stations, original networks and content and provides these through free over-the-air programming to television viewing audiences for stations in markets located throughout the continental United States, as well as distributes the content of these stations to MVPDs for distribution to their customers in exchange for contractual fees. See Revenue Recognition under Note 1. Nature of Operations and Summary of Significant Accounting Policies for further detail. Our tennis segment provides viewers coverage of many of tennis’ top tournaments and original professional sport and tennis lifestyle shows. Other and corporate are not reportable segments but are included for reconciliation purposes. Other primarily consists of non-broadcast digital and internet solutions, technical services, and non-media investments. Corporate costs primarily include our costs to operate as a public company and to operate our corporate headquarters location. All our businesses are located within the United States. The local media segment assets are owned and operated by SBG, the assets of the tennis segment are owned and operated by Ventures, and the assets in other and corporate are owned and operated by Ventures.

Segment financial information is included in the following tables for the periods presented (in millions):

As of September 30, 2025	Local Media		Tennis		Other & Corporate		Eliminations		Consolidated
Assets	$	4,288	$	268	$	1,011	$	—	$	5,567

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For the three months ended September 30, 2025	Local Media		Tennis		Other & Corporate		Eliminations			Consolidated
Revenue	$	667	$	67	$	48	$	(9)	(b)	$	773
Media programming and production expenses	378		35		—		—			413
Media selling, general and administrative expenses	165		15		30		(7)			203
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	56		5		1		—			62
Amortization of program costs	21		—		—		—			21
Corporate general and administrative expenses	21		1		18		—			40
Gain on asset dispositions and other, net	(3)		—		(33)		—			(36)
Other segment items (a)	2		—		12		(2)			12
Operating income	$	27	$	11	$	20	$	—		$	58
Interest expense including amortization of debt discount and deferred financing costs	$	85	$	—	$	—	$	—		$	85
Loss from equity method investments	—		—		(2)		—			(2)
Other income, net	2		—		27		—			29
Income before income taxes										$	—
For the nine months ended September 30, 2025	Local Media		Tennis		Other & Corporate		Eliminations			Consolidated
Revenue	$	2,040	$	203	$	115	$	(25)	(b)	$	2,333
Media programming and production expenses	1,148		101		2		—			1,251
Media selling, general and administrative expenses	497		48		72		(22)			595
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	166		15		2		—			183
Amortization of program costs	57		—		—		—			57
Corporate general and administrative expenses	85		2		50		—			137
(Gain) loss on asset dispositions and other, net	(23)		—		4		—			(19)
Other segment items (a)	6		—		33		(3)			36
Operating income (loss)	$	104	$	37	$	(48)	$	—		$	93
Interest expense including amortization of debt discount and deferred financing costs	$	311	$	—	$	—	$	—		$	311
Loss from equity method investments	—		(2)		(7)		—			(9)
Gain on extinguishment of debt	6		$	—	$	—	—			6
Other income (expense), net	8		—		(63)		—			(55)
Loss before income taxes										$	(276)

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For the three months ended September 30, 2024	Local Media		Tennis		Other & Corporate		Eliminations			Consolidated
Revenue	$	845	$	60	$	19	$	(7)	(b)	$	917
Media programming and production expenses	384		30		—		—			414
Media selling, general and administrative expenses	188		13		6		(6)			201
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	58		5		1		(1)			63
Amortization of program costs	18		—		—		—			18
Corporate general and administrative expenses	24		1		16		—			41
Gain on asset dispositions and other, net	(11)		—		(2)		—			(13)
Other segment items (a)	2		—		12		—			14
Operating income (loss)	$	182	$	11	$	(14)	$	—		$	179
Interest expense including amortization of debt discount and deferred financing costs	$	78	$	—	$	—	$	—		$	78
Income (loss) from equity method investments	1		(1)		—		—			—
Other income, net	2		—		22		—			24
Income before income taxes										$	125
For the nine months ended September 30, 2024	Local Media		Tennis		Other & Corporate		Eliminations			Consolidated
Revenue	$	2,322	$	190	$	54	$	(22)	(b)	$	2,544
Media programming and production expenses	1,149		98		—		—			1,247
Media selling, general and administrative expenses	549		42		16		(16)			591
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	174		16		2		(3)			189
Amortization of program costs	55		—		—		—			55
Corporate general and administrative expenses	94		2		53		—			149
Gain on asset dispositions and other, net	(11)		—		—		—			(11)
Other segment items (a)	6		—		36		(3)			39
Operating income (loss)	$	306	$	32	$	(53)	$	—		$	285
Interest expense including amortization of debt discount and deferred financing costs	$	230	$	—	$	—	$	—		$	230
Income (loss) from equity method investments	1		(2)		93		—			92
Gain on extinguishment of debt	1		—		—		—			1
Other income (expense), net	35		—		(13)		—			22
Income before income taxes										$	170

(a)Other segment items relate primarily to non-media expenses.

(b)Includes $5 million and $14 million for the three and nine months ended September 30, 2025, respectively, and $4 million and $9 million for the three and nine months ended September 30, 2024, respectively, of revenue for services provided by other to local media, which is eliminated in consolidation.

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7.              VARIABLE INTEREST ENTITIES:

Certain of our stations provide services to other station owners within the same respective market through agreements, such as LMAs, where we provide programming, sales, operational, and administrative services, and JSAs and SSAs, where we provide non-programming, sales, operational, and administrative services. In certain cases, we have also entered into purchase agreements or options to purchase the license related assets of the licensee. We typically own the majority of the non-license assets of the stations, and in some cases where the licensee acquired the license assets concurrent with our acquisition of the non-license assets of the station, we have provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary but generally have initial terms of over five years with several optional renewal terms. Based on the terms of the agreements and the significance of our investment in the stations, we are the primary beneficiary when, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIE through the services we provide and we absorb losses and returns that would be considered significant to the VIEs. The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation.

The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included in our consolidated balance sheets as of the dates presented, were as follows (in millions):

	As of September 30,<br>2025		As of December 31,<br>2024
ASSETS
Current assets:
Accounts receivable, net	$	14	$	18
Other current assets	3		3
Total current assets	17		21
Property and equipment, net	6		8
Goodwill and indefinite-lived intangible assets	13		15
Definite-lived intangible assets, net	42		26
Total assets	$	78	$	70
LIABILITIES
Current liabilities:
Other current liabilities	$	7	$	13
Notes payable, finance leases and commercial bank financing, less current portion	4		5
Other long-term liabilities	3		3
Total liabilities	$	14	$	21

The amounts above represent the combined assets and liabilities of the VIEs described above, for which we are the primary beneficiary. Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $152 million as of September 30, 2025 and $128 million as of December 31, 2024, as these amounts are eliminated in consolidation. The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE. As of September 30, 2025, all of the liabilities are non-recourse to us except for the debt of certain VIEs. See Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further discussion. The risk and reward characteristics of the VIEs are similar.

Other VIEs

We have several investments in entities which are considered VIEs. However, we do not participate in the management of these entities, including the day-to-day operating decisions or other decisions which would allow us to control the entity, and therefore, we are not considered the primary beneficiary of these VIEs.

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The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $73 million and $79 million as of September 30, 2025 and December 31, 2024, respectively, and are included in other assets in our consolidated balance sheets. See Note 2. Other Assets for more information related to our equity investments. Our maximum exposure is equal to the carrying value of our investments. The income and loss related to equity method investments and other investments are recorded in (loss) income from equity method investments and other income (expense), net, respectively, in our consolidated statements of operations. We recorded losses of $4 million and $6 million for the three and nine months ended September 30, 2025, respectively, and losses of $55 million and $77 million for the three and nine months ended September 30, 2024, respectively, related to these investments.

8.              RELATED PERSON TRANSACTIONS:

Transactions With Our Controlling Shareholders

David, Frederick, J. Duncan, and Robert Smith (collectively, the “controlling shareholders”) are brothers and hold substantially all of our Class B Common Stock and some of our Class A Common Stock. We engaged in the following transactions with them and/or entities in which they have substantial interests:

Leases. Certain assets used by us and our operating subsidiaries are leased from entities owned by the controlling shareholders. Lease payments made to these entities were $2 million and $5 million for the three and nine months ended September 30, 2025, respectively, and $2 million and $5 million for the three and nine months ended September 30, 2024, respectively. For further information, see Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing.

Charter Aircraft. We lease aircraft owned by certain controlling shareholders. For all leases, we incurred expenses of $0.2 million for the nine months ended September 30, 2025 and less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2024, respectively.

The Baltimore Sun. David Smith is the majority shareholder of The Baltimore Sun. We have entered into agreements with The Baltimore Sun to provide independent contractor services, sales representation, news resource sharing, and content sharing. In relation to these agreements, we recorded revenue of $0.6 million and $0.9 million for the three and nine months ended September 30, 2025, respectively.

Cunningham Broadcasting Corporation

Cunningham owns a portfolio of television stations, including: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; WMYA-TV Anderson, South Carolina; WTTE-TV Columbus, Ohio; WDBB-TV Birmingham, Alabama; WBSF-TV Flint, Michigan; WGTU-TV/WGTQ-TV Traverse City/Cadillac, Michigan; WEMT-TV Tri-Cities, Tennessee; WYDO-TV Greenville, North Carolina; KBVU-TV/KCVU-TV Eureka/Chico-Redding, California; WPFO-TV Portland, Maine; KRNV-DT/KENV-DT Reno, Nevada/Salt Lake City, Utah; and KTXD-TV in Dallas, Texas (collectively, the “Cunningham Stations”). Certain of our stations provide services to the Cunningham Stations pursuant to LMAs or JSAs and SSAs. See Note 7. Variable Interest Entities, for further discussion of the scope of services provided under these types of arrangements.

All the non-voting stock of the Cunningham Stations is owned by trusts for the benefit of the children of our controlling shareholders. We consolidate certain subsidiaries of Cunningham with which we have variable interests through various arrangements related to the Cunningham Stations.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The services provided to WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV are governed by a master agreement which has a current term that expires on July 1, 2028 and there is one additional five-year renewal term remaining with final expiration on July 1, 2033. We also executed purchase agreements to acquire the license related assets of these stations from Cunningham, which grant us the right to acquire, and grant Cunningham the right to require us to acquire, subject to applicable FCC rules and regulations, 100% of the capital stock or the assets of these individual subsidiaries of Cunningham. Pursuant to the terms of this agreement we are obligated to pay Cunningham an annual fee for the television stations equal to the greater of (i) 3% of each station’s annual net broadcast revenue or (ii) $6 million. The aggregate purchase price of these television stations increases by 6% annually. A portion of the fee is required to be applied to the purchase price to the extent of the 6% increase. The cumulative prepayments made under these purchase agreements were $72 million and $69 million as of September 30, 2025 and December 31, 2024, respectively. The remaining aggregate purchase price of these stations, net of prepayments, as of both September 30, 2025 and December 31, 2024, was approximately $54 million. Additionally, we provide services to WDBB-TV pursuant to an LMA, which expires April 22, 2030, and have a purchase option to acquire for $0.2 million. Under these agreements, we paid Cunningham $3 million and $9 million for the three and nine months ended September 30, 2025, respectively, and $3 million and $9 million for the three and nine months ended September 30, 2024, respectively.

The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between December 2028 and August 2033 and certain stations have renewal provisions for successive eight-year periods.

As we consolidate the licensees as VIEs, the amounts we earn or pay under the arrangements are eliminated in consolidation and the gross revenue of the stations are reported in our consolidated statements of operations. Our consolidated revenue includes $33 million and $97 million for the three and nine months ended September 30, 2025, respectively, and $41 million and $109 million for the three and nine months ended September 30, 2024, respectively, related to the Cunningham Stations.

We have an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in December 2025. Under the agreement, Cunningham paid us an initial fee of $1 million and pays us $0.3 million annually for master control services plus the cost to maintain and repair the equipment. In addition, we have an agreement with Cunningham to provide a news share service with the Johnstown, PA station for an annual fee of $0.6 million, which increases by 3% on each anniversary and expires in November 2025.

We have multi-cast agreements with Cunningham Stations in the Eureka/Chico-Redding, California; Tri-Cities, Tennessee; Anderson, South Carolina; Baltimore, Maryland; Portland, Maine; Charleston, West Virginia; Dallas, Texas; and Greenville, North Carolina markets. In exchange for carriage of these networks in their markets, we paid $0.3 million and $1 million for the three and nine months ended September 30, 2025, respectively, and $0.2 million and $1 million for the three and nine months ended September 30, 2024, respectively, under these agreements.

Leased Property by Real Estate Ventures

Prior to September 2024, certain of our real estate ventures entered into leases with entities owned by members of the Smith Family. Total rent payments received under these leases were $0.3 million and $1 million for the three and nine months ended September 30, 2024, respectively.

WG Communications Group

The wife of Robert Weisbord, our Chief Operating Officer and President of Local Media, has an ownership interest in WG Communications Group (“WGC”). We received revenue from advertisers represented by WGC of $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively, and made payments to WGC of less than $0.1 million for all of the nine months ended September 30, 2025 and three and nine months ended September 30, 2024.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Employees

Jason Smith, an employee of the Company, is the son of Frederick Smith, who is a Vice President of the Company and a member of the Company’s Board of Directors. Jason Smith received total compensation of $0.3 million for both the three months ended September 30, 2025 and 2024 and $0.9 million and $0.8 million for the nine months ended September 30, 2025 and 2024, respectively, consisting of salary and bonus, and was granted 159,607 and 37,566 shares of restricted stock, vesting over two years, for the nine months ended September 30, 2025 and 2024, respectively, and 500,000 stock appreciation rights, vesting over two years, for the nine months ended September 30, 2024.

Ethan White, an employee of the Company, is the son-in-law of J. Duncan Smith, who is a Vice President of the Company and Secretary of the Company’s Board of Directors. Ethan White received total compensation of $0.1 million for both the three months ended September 30, 2025 and 2024 and $0.2 million for both the nine months ended September 30, 2025 and 2024, respectively, consisting of salary, and was granted 3,244 and 1,503 shares of restricted stock, vesting over two years, for the nine months ended September 30, 2025 and 2024, respectively.

Ryan McCoy, an employee of the Company, is the son-in-law of J. Duncan Smith. Ryan McCoy received total compensation of less than $0.1 million for both the three months ended September 30, 2025 and 2024 and $0.1 million for both the nine months ended September 30, 2025 and 2024, consisting of salary.

Amberly Thompson, an employee of the Company, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of the Company. Amberly Thompson received total compensation of less than $0.1 million for both the three months ended September 30, 2025 and 2024 and $0.1 million for both the nine months ended September 30, 2025 and 2024, consisting of salary, and was granted 285 shares of restricted stock, vesting over two years, during the nine months ended September 30, 2025.

Frederick Smith is the brother of David Smith, Executive Chairman of the Company and Chairman of the Company’s Board of Directors; Robert Smith, a member of the Company’s Board of Directors; and J. Duncan Smith. Frederick Smith received total compensation of $0.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $0.5 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively, consisting of salary and bonus.

J. Duncan Smith is the brother of David Smith, Frederick Smith, and Robert Smith. J. Duncan Smith received total compensation of $0.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $0.5 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively, consisting of salary and bonus.

9.              FAIR VALUE MEASUREMENTS:

Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels:

•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the face value and fair value of our financial assets and liabilities for the periods presented (in millions):

	As of September 30, 2025				As of December 31, 2024
	Face Value		Fair Value		Face Value		Fair Value
Level 1:
Investments in equity securities	N/A		$	—	N/A		$	19
Money market funds	N/A		378		N/A		601
Deferred compensation assets	N/A		51		N/A		47
Deferred compensation liabilities	N/A		47		N/A		46
Level 2:
Investments in equity securities (a)	N/A		130		N/A		141
Interest rate swap (b)	N/A		—		N/A		1
STG (c):
9.750% Second Lien Senior Secured Notes due 2033 (d)	$	432	472		$	—	—
8.125% First-Out First Lien Secured Notes due 2033 (d)	1,430		1,472		—		—
5.500% Senior Notes due 2030	485		415		485		328
5.125% Senior Notes due 2027 (d)	89		89		274		249
4.375% Second-Out First Lien Secured Notes due 2032 (d)	238		171		—		—
4.125% Senior Secured Notes due 2030 (d)	—		—		737		546
4.125% Unsecured Notes due 2030 (d)	4		3		—		—
Term Loan B-2, due September 30, 2026 (d)	—		—		1,175		1,160
Term Loan B-3, due April 1, 2028 (d)	3		2		714		575
Term Loan B-4, due April 21, 2029 (d)	—		—		731		589
Term Loan B-6, due December 31, 2029 (d)	708		630		—		—
Term Loan B-7, due December 31, 2030 (d)	728		648		—		—
Debt of variable interest entities (c)	6		6		7		7
Level 3:
Investments in equity securities (e)	N/A		2		N/A		68

N/A - Not applicable

(a)Consists of warrants to acquire marketable common equity securities. The fair value of the warrants are derived from the quoted trading prices of the underlying common equity securities less the exercise price.

(b)The fair value of the interest rate swap was a liability as of September 30, 2025 and an asset as of December 31, 2024. For further information, see Hedge Accounting within Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap within Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing.

(c)Amounts are carried in our consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $56 million and $36 million as of September 30, 2025 and December 31, 2024, respectively.

(d)STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the nine months ended September 30, 2025. In October 2025, STG repurchased the remaining $89 million aggregate principal amount of the 5.125% Senior Notes due 2027. For further information, see Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing.

(e)Amounts primarily relate to warrants and options to acquire common equity in Bally’s. We recorded a fair value adjustment loss of $8 million for the nine months ended September 30, 2025 and gains of $18 million and $10 million for the three and nine months ended September 30, 2024, respectively. The fair value of the warrants is primarily derived from the quoted trading prices of the underlying common equity. The fair value of the options is derived utilizing the Black Scholes valuation model. The most significant inputs include the trading price of the underlying common stock and the exercise price of the options, which range from $30 to $45 per share. All outstanding awards to acquire common equity in Bally’s were converted to warrants and transferred to Level 2 during the nine months ended September 30, 2025.

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SINCLAIR, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the changes in financial assets measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the three and nine months ended September 30, 2025 and 2024 (in millions):

Three Months Ended September 30, 2025
Fair value at June 30, 2025	$	2
Fair value at September 30, 2025	$	2
Nine Months Ended September 30, 2025
Fair value at December 31, 2024	$	68
Transfer to Level 2	(58)
Measurement adjustments	(8)
Fair value at September 30, 2025	$	2		Three Months Ended September 30, 2024
---	---	---
Fair value at June 30, 2024	$	42
Measurement adjustments	16
Fair value at September 30, 2024	$	58
Nine Months Ended September 30, 2024
Fair value at December 31, 2023	$	46
Measurement adjustments	12
Fair value at September 30, 2024	$	58

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ITEM 1B.  FINANCIAL STATEMENTS OF SINCLAIR BROADCAST GROUP, LLC

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SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED BALANCE SHEETS

(in millions) (Unaudited)

	As of September 30,<br>2025		As of December 31,<br>2024
ASSETS
Current assets:
Cash and cash equivalents	$	122	$	291
Accounts receivable, net of allowance for doubtful accounts of $4 and $5, respectively	551		582
Income taxes receivable	26		29
Prepaid expenses and other current assets	111		104
Total current assets	810		1,006
Property and equipment, net	646		692
Operating lease assets	113		123
Goodwill	2,004		2,016
Indefinite-lived intangible assets	122		123
Customer relationships, net	171		191
Other definite-lived intangible assets, net	281		326
Other assets	235		212
Total assets (a)	$	4,382	$	4,689
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	398	$	374
Current portion of notes payable, finance leases, and commercial bank financing	25		38
Current portion of operating lease liabilities	23		22
Current portion of program contracts payable	81		69
Other current liabilities	75		56
Total current liabilities	602		559
Notes payable, finance leases, and commercial bank financing, less current portion	4,076		4,091
Operating lease liabilities, less current portion	117		130
Program contracts payable, less current portion	11		13
Deferred tax liabilities	297		373
Other long-term liabilities	137		149
Total liabilities (a)	5,240		5,315
Commitments and contingencies (See Note 4)
SBG member's deficit:
Accumulated deficit	(786)		(560)
Accumulated other comprehensive income	1		2
Total SBG member’s deficit	(785)		(558)
Noncontrolling interests	(73)		(68)
Total deficit	(858)		(626)
Total liabilities and deficit	$	4,382	$	4,689

The accompanying notes are an integral part of these unaudited consolidated financial statements.

(a)     Sinclair Broadcast Group, LLC’s (“SBG”) consolidated total assets as of September 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $78 million and $70 million, respectively, which can only be used to settle the obligations of the VIEs. SBG’s consolidated total liabilities as of September 30, 2025 and December 31, 2024 include total liabilities of VIEs of $9 million and $16 million, respectively, for which the creditors of the VIEs have no recourse to SBG. See Note 6. Variable Interest Entities.

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SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions) (Unaudited)

	Three Months Ended <br> September 30,				Nine Months Ended <br> September 30,
	2025		2024		2025		2024
REVENUE:
Media revenue	$	667	$	845	$	2,040	$	2,322
OPERATING EXPENSES:
Media programming and production expenses	378		384		1,148		1,149
Media selling, general and administrative expenses	165		188		497		549
Amortization of program costs	21		18		57		55
Non-media expenses	2		2		6		6
Depreciation of property and equipment	25		25		75		76
Corporate general and administrative expenses	21		24		85		100
Amortization of definite-lived intangible assets	31		33		91		98
Gain on asset dispositions and other, net	(25)		(11)		(8)		(11)
Total operating expenses	618		663		1,951		2,022
Operating income	49		182		89		300
OTHER INCOME (EXPENSE):
Interest expense including amortization of debt discount and deferred financing costs	(85)		(78)		(311)		(230)
Gain on extinguishment of debt	—		—		6		1
Other income, net	2		3		8		36
Total other expense, net	(83)		(75)		(297)		(193)
(Loss) income before income taxes	(34)		107		(208)		107
INCOME TAX BENEFIT (PROVISION)	6		(25)		40		(15)
NET (LOSS) INCOME	(28)		82		(168)		92
Net income attributable to the noncontrolling interests	(2)		(2)		(5)		(5)
NET (LOSS) INCOME ATTRIBUTABLE TO SBG	$	(30)	$	80	$	(173)	$	87

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions) (Unaudited)

	Three Months Ended <br> September 30,				Nine Months Ended <br> September 30,
	2025		2024		2025		2024
Net (loss) income	$	(28)	$	82	$	(168)	$	92
Unrealized loss on interest rate swap, net of tax	—		(8)		(1)		(3)
Comprehensive (loss) income	(28)		74		(169)		89
Comprehensive income attributable to the noncontrolling interests	(2)		(2)		(5)		(5)
Comprehensive (loss) income attributable to SBG	$	(30)	$	72	$	(174)	$	84

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF MEMBER’S DEFICIT AND NONCONTROLLING INTERESTS

(in millions) (Unaudited)

	Three Months Ended September 30, 2024
	SBG Member
	Accumulated Deficit		Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss)		Noncontrolling<br>Interests		Total Deficit
BALANCE, June 30, 2024	$	(714)	$	6	$	(66)	$	(774)
Distributions to member, net	(40)		—		—		(40)
Distributions to noncontrolling interests	—		—		(3)		(3)
Other comprehensive loss	—		(8)		—		(8)
Net income	80		—		2		82
BALANCE, September 30, 2024	$	(674)	$	(2)	$	(67)	$	(743)
	Nine Months Ended September 30, 2024
---	---	---	---	---	---	---	---	---
	SBG Member
	Accumulated Deficit		Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss)		Noncontrolling<br>Interests		Total Deficit
BALANCE, December 31, 2023	$	(865)	$	1	$	(64)	$	(928)
Contributions from member, net	104		—		—		104
Distributions to noncontrolling interests	—		—		(8)		(8)
Other comprehensive loss	—		(3)		—		(3)
Net income	87		—		5		92
BALANCE, September 30, 2024	$	(674)	$	(2)	$	(67)	$	(743)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF MEMBER’S DEFICIT AND NONCONTROLLING INTERESTS

(in millions) (Unaudited)

	Three Months Ended September 30, 2025
	SBG Member
	Accumulated Deficit		Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income		Noncontrolling<br>Interests		Total Deficit
BALANCE, June 30, 2025	$	(715)	$	1	$	(69)	$	(783)
Distributions to member, net	(41)		—		—		(41)
Distributions to noncontrolling interests	—		—		(3)		(3)
Acquisition of noncontrolling interests, net	—		—		(3)		(3)
Net (loss) income	(30)		—		2		(28)
BALANCE, September 30, 2025	$	(786)	$	1	$	(73)	$	(858)
	Nine Months Ended September 30, 2025
	SBG Member
	Accumulated Deficit		Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income		Noncontrolling<br>Interests		Total Deficit
BALANCE, December 31, 2024	$	(560)	$	2	$	(68)	$	(626)
Distributions to member, net	(52)		—		—		(52)
Distributions to noncontrolling interests	—		—		(8)		(8)
Acquisition of noncontrolling interests, net	(1)		—		(2)		(3)
Other comprehensive loss	—		(1)		—		(1)
Net (loss) income	(173)		—		5		(168)
BALANCE, September 30, 2025	$	(786)	$	1	$	(73)	$	(858)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) (Unaudited)

	Nine Months Ended September 30,
	2025		2024
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net (loss) income	$	(168)	$	92
Adjustments to reconcile net (loss) income to net cash flows from (used in) operating activities:
Amortization of definite-lived intangible and other assets	91		98
Depreciation of property and equipment	75		76
Amortization of program costs	57		55
Equity-based compensation	40		42
Deferred tax (benefit) provision	(75)		24
Loss (gain) on asset dispositions and other, net	28		(7)
Income from investments	—		(25)
Gain on extinguishment of debt	(6)		(1)
Debt issuance costs	68		—
Change in assets and liabilities, net of acquisitions:
Decrease in accounts receivable	19		2
Decrease in prepaid expenses and other current assets	22		27
Net change in due to/from member	2		(2)
Increase (decrease) in accounts payable and accrued and other current liabilities	8		(394)
Net change in net income taxes payable/receivable	(1)		(13)
Decrease in program contracts payable	(55)		(61)
Other, net	(14)		1
Net cash flows from (used in) operating activities	91		(86)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of property and equipment	(54)		(61)
Purchases of investments	(1)		(4)
Distributions and proceeds from investments	—		44
Other, net	—		1
Net cash flows used in investing activities	(55)		(20)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Proceeds from notes payable and commercial bank financing	1,430		—
Repayments of notes payable, commercial bank financing, and finance leases	(1,420)		(51)
Debt issuance costs	(110)		—
(Distributions to) contributions from member, net	(97)		48
Distributions to noncontrolling interests	(8)		(8)
Net cash flows used in financing activities	(205)		(11)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(169)		(117)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	291		319
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	122	$	202

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.              NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations

Sinclair Broadcast Group, LLC (“SBG”), a Maryland limited liability company and a wholly owned subsidiary of Sinclair, Inc. (“Sinclair”), is a diversified media company with national reach and a strong focus on providing high-quality content on SBG’s local television stations and digital platforms. The content, distributed through SBG’s broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news and other original programming produced by SBG and SBG owned networks.

For the quarter ended September 30, 2025, SBG had one reportable segment: local media. The local media segment consists primarily of SBG’s 179 broadcast television stations in 81 markets, which SBG owns, provides programming and operating services pursuant to agreements commonly referred to as local marketing agreements (“LMA”), or provides sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements (“JSA”) and shared services agreements (“SSA”)). These stations broadcast 646 channels as of September 30, 2025. For the purpose of this report, these 179 stations and 646 channels are referred to as “SBG” stations and channels.

Principles of Consolidation

The consolidated financial statements include SBG’s accounts and those of SBG’s wholly-owned and majority-owned subsidiaries, and VIEs for which SBG is the primary beneficiary. Noncontrolling interests represent a minority owner’s proportionate share of the equity in certain of SBG’s consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation.

SBG consolidates VIEs when SBG is the primary beneficiary. SBG is the primary beneficiary of a VIE when SBG has the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive returns that would be significant to the VIE. See Note 6. Variable Interest Entities for more information on SBG’s VIEs.

Investments in entities over which SBG has significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents SBG’s proportionate share of net income generated by equity method investees.

Interim Financial Statements

SBG’s consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive (loss) income, consolidated statements of member’s deficit and noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements.

As permitted under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), SBG’s consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in Sinclair’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. SBG’s consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

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SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures, requiring annual disclosure of consistent categories and greater disaggregation of information in the rate reconciliation table; additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate); income taxes paid disaggregated by jurisdiction; and income or loss before income tax disaggregated between foreign and domestic. The guidance is effective for annual periods beginning after December 15, 2024, applied prospectively. Early adoption is permitted. SBG is currently evaluating the impact of this guidance but does not expect it to have a material impact on SBG’s consolidated financial statements.

In November 2024, the FASB issued guidance requiring disclosure of disaggregated information about certain income statement expense line items. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. SBG is currently evaluating the impact of this guidance.

Broadcast Television Programming

SBG has agreements with programming syndicators for the rights to television programming over contract periods, which generally run from one to three years. Contract payments are made in installments over terms that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet when the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement, and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets.

The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or fair value. Program costs are amortized on a straight-line basis except for contracts greater than three years which are amortized utilizing an accelerated method. Program costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by amortization or fair value adjustments.

SBG assesses the program costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.

Hedge Accounting

SBG entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of SBG’s exposure to variable interest rates. The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and SBG receives a floating rate of interest based on the Secured Overnight Financing Rate (“SOFR”).

SBG has determined that the interest rate swap meets the criteria for hedge accounting. The initial value of the interest rate swap and any changes in value in subsequent periods are included in accumulated other comprehensive income, with a corresponding change recorded in assets or liabilities depending on the position of the swap. Gains or losses on the monthly settlement of the interest rate swap are reflected in interest expense in SBG’s consolidated statements of operations. Cash flows related to the interest rate swap are classified as operating activities in SBG’s consolidated statements of cash flows. See Interest Rate Swap within Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further discussion.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Information - Statements of Cash Flows

Leased assets obtained in exchange for new operating lease liabilities were $5 million and $3 million for the nine months ended September 30, 2025 and 2024, respectively. Leased assets obtained in exchange for new finance lease liabilities were $17 million for the nine months ended September 30, 2024. Non-cash investing activities included property and equipment purchases of $4 million and $5 million for the nine months ended September 30, 2025 and 2024, respectively.

SBG received equity shares in investments valued at $20 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.

SBG completed the acquisition and sale of certain television stations as described in Acquisitions and Station Disposals below for non-cash consideration of $32 million and $36 million, respectively, during both the three and nine months ended September 30, 2025.

Included in (distributions to) contributions from member, net within cash flows used in financing activities in SBG’s consolidated statements of cash flows, were dividends to Sinclair to fund its portion of the dividends to Sinclair shareholders and parent company expenses of $108 million and $78 million for the nine months ended September 30, 2025 and 2024, respectively. These dividends were offset by a contribution from member related to $11 million from Sinclair Ventures, LLC (“Ventures”) related to cash tax payments associated with the emergence of Diamond Sports Group, LLC (“DSG”) from Chapter 11 bankruptcy protection for the nine months ended September 30, 2025 and $148 million from Ventures related to the DSG litigation settlement (see Note 4. Commitments and Contingencies for further detail) for the nine months ended September 30, 2024.

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Revenue Recognition

The following table presents SBG’s revenue disaggregated by type and segment (in millions):

For the three months ended September 30, 2025	Local Media
Distribution revenue	$	370
Core advertising revenue	269
Political advertising revenue	6
Other media	22
Total revenue	$	667
For the nine months ended September 30, 2025	Local Media
Distribution revenue	$	1,145
Core advertising revenue	812
Political advertising revenue	18
Other media	65
Total revenue	$	2,040
For the three months ended September 30, 2024	Local Media
Distribution revenue	$	383
Core advertising revenue	283
Political advertising revenue	138
Other media	41
Total revenue	$	845
For the nine months ended September 30, 2024	Local Media
Distribution revenue	$	1,151
Core advertising revenue	852
Political advertising revenue	202
Other media	117
Total revenue	$	2,322

Distribution Revenue. SBG generates distribution revenue through fees received from multi-channel video programming distributors (“MVPD”) and virtual MVPDs (“vMVPD,” and together with MVPDs, “Distributors”) for the right to distribute SBG’s stations and other properties. Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber. These arrangements represent licenses of intellectual property; revenue is recognized as the signal or network programming is provided to SBG’s customers (as usage occurs) which corresponds with the satisfaction of SBG’s performance obligation. Revenue is calculated based upon the contractual rate multiplied by an estimated number of subscribers. SBG’s customers will remit payments based upon actual subscribers a short time after the conclusion of a month, which generally does not exceed 120 days. Historical adjustments to subscriber estimates have not been material.

Core Advertising Revenue. SBG generates core advertising revenue primarily from the sale of non-political advertising spots/impressions within broadcast television and digital platforms.

Political Advertising Revenue. SBG generates political advertising revenue primarily from the sale of political advertising spots/impressions within broadcast television and digital platforms.

In accordance with ASC 606, SBG does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) distribution arrangements which are accounted for as a sales/usage-based royalty.

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Deferred Revenue. SBG records deferred revenue when cash payments are received or due in advance of performance, including amounts which are refundable. SBG classifies deferred revenue as either current in other current liabilities or long-term in other long-term liabilities in SBG’s consolidated balance sheets based on the timing of when SBG expects to satisfy performance obligations. Deferred revenue was $163 million as of both September 30, 2025 and December 31, 2024, of which $94 million and $112 million, respectively, was reflected in other long-term liabilities in SBG’s consolidated balance sheets. Deferred revenue recognized for the nine months ended September 30, 2025 and 2024, included in the deferred revenue balance as of December 31, 2024 and 2023, was $43 million and $35 million, respectively.

For the three months ended September 30, 2025, two customers accounted for 12% and 10%, respectively, of SBG’s total revenue. For the nine months ended September 30, 2025, two customers accounted for 12% and 11%, respectively, of SBG’s total revenue. For the three months ended September 30, 2024, one customers accounted for 10%, of SBG’s total revenue. For the nine months ended September 30, 2024, two customers accounted for 11% and 10%, respectively, of SBG’s total revenue. As of September 30, 2025, two customers accounted for 13% and 10%, respectively, of SBG’s accounts receivable, net. As of December 31, 2024, four customers accounted for 11%, 10%, 10%, and 10%, respectively, of SBG’s accounts receivable, net. For purposes of this disclosure, a single customer may include multiple entities under common control.

Acquisitions and Station Disposals

In July 2025, SBG sold its owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for consideration valued at $36 million. For the nine months ended September 30, 2025, SBG recorded a net loss of $8 million related to the sale, which is included within gain on asset dispositions and other, net within SBG’s consolidated statements of operations and SBG’s local media segment within Note 5. Segment Data.

In September 2025, SBG acquired the non-license assets of WLNE in Providence, RI for consideration of $32 million. The acquired assets and liabilities were recorded at fair value as of the closing date of the transaction. Based upon the preliminary purchase price allocation, SBG recorded $27 million of definite-lived intangible assets, $1 million of property and equipment, and $4 million of net working capital.

Income Taxes

SBG’s income tax provision for all periods consists of federal and state income taxes. The tax provision for the three and nine months ended September 30, 2025 and 2024 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. SBG provides a valuation allowance for deferred tax assets if it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating SBG’s ability to realize net deferred tax assets, SBG considers all available evidence, both positive and negative, including past operating results, tax planning strategies, current and cumulative losses, and forecasts of future taxable income. In considering these sources of taxable income, SBG must make certain judgments that are based on the plans and estimates used to manage SBG’s underlying businesses on a long-term basis. A valuation allowance has been provided for deferred tax assets related to a substantial amount of SBG’s available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies, and projected future taxable income.

On July 4, 2025, the One Big, Beautiful Bill (“OBBB”) was enacted. The OBBB is a comprehensive tax reform package that includes several provisions which have, and will continue to, reduce SBG’s taxes paid in 2025. SBG does not expect the legislation to have a material impact on its financial statements.

SBG’s effective income tax rate for the three months ended September 30, 2025 was less than the statutory rate primarily due to non-deductible expenses. SBG’s effective income tax rate for the nine months ended September 30, 2025 was less than the statutory rate primarily due to non-deductible expenses. SBG's effective income tax rate for the three months ended September 30, 2024 was greater than the statutory rate primarily due to non-deductible expenses. SBG's effective income tax rate for the nine months ended September 30, 2024 was less than the statutory rate primarily due to an immaterial $7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.

SBG does not believe that its liability for unrecognized tax benefits would be materially impacted, in the next twelve months, as a result of the expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.

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Reclassifications

Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation.

2.              OTHER ASSETS:

Other assets as of September 30, 2025 and December 31, 2024 consisted of the following (in millions):

	As of September 30,<br>2025		As of December 31,<br>2024
Investments	$	32	$	14
Income tax receivable	149		144
Other	54		54
Total other assets	$	235	$	212

Investments

SBG’s investments, excluding equity method investments, are accounted for at fair value or, in situations where fair value is not readily determinable, SBG has the option to value investments at cost plus observable changes in value, less impairment. Additionally, certain investments were measured at net asset value (“NAV”).

Investments measured at NAV were $13 million and $5 million as of September 30, 2025 and December 31, 2024, respectively.

Investments accounted for utilizing the measurement alternative were $19 million and $8 million as of September 30, 2025 and December 31, 2024, respectively. There were no adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for any of the three and nine months ended September 30, 2025 and 2024.

3.              NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:

Credit Agreement and Notes

During the first quarter of 2025, Sinclair Television Group, Inc. (“STG”), a wholly-owned subsidiary of Sinclair Broadcast Group, LLC (“SBG”), completed a series of financing transactions (the “Transactions”) as follows:

Exchanged $711.4 million aggregate principal amount outstanding of the $714 million Term Loan B-3, which mature April 1, 2028 and bear interest at SOFR plus 3.00%, into second-out first lien Term Loan B-6 issued under a new credit agreement dated February 12, 2025 (the “New Credit Agreement”), which mature December 31, 2029 and bear interest at SOFR plus 3.30%. Exchanged all of the $731.3 million aggregate principal amount outstanding of Term Loan B-4, which matured on April 21, 2029, and bore interest at SOFR plus 3.75%, into second-out first lien Term Loan B-7 issued under the New Credit Agreement, which mature December 31, 2030 and bear interest at SOFR plus 4.10%.

Exchanged $575 million of commitments under the existing revolving credit facility into $575 million first-out first lien revolving commitments (the “First-Out Revolving Credit Facility”) under the New Credit Agreement, which mature February 12, 2030 and borrowings thereunder will bear interest at SOFR plus 2.00%.

The existing bank credit agreement was amended as of February 12, 2025 (the “Amended Credit Agreement”) concurrent with the Transactions and entering into the New Credit Agreement, subordinating the secured obligations thereunder and eliminating substantially all covenants and certain events of default. As a result, the remaining $3 million of Term Loan B-3 and the remaining $75 million of commitments under the existing revolving credit facility are ranked as third lien obligations.

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STG issued $1,430 million aggregate principal amount of 8.125% first-out first lien secured notes due 2033 (the “8.125% First-Out Notes”), which mature on February 15, 2033. The proceeds from the 8.125% First-Out Notes were used to repay in full the $1,175 million aggregate principal amounts outstanding of Term Loan B-2 due 2026, approximately $63.6 million aggregate principal amount of 4.125% Senior Secured Notes due 2030 at 84% of the principal amount, and approximately $104 million aggregate principal amount of 5.125% Senior Notes due 2027 at 97% of the principal amount and to pay fees and expenses related to the Transactions.

Exchanged $432 million aggregate principal amount of the existing 4.125% Senior Secured Notes due 2030 into 9.750% senior secured second lien notes due 2033 (the “9.750% Second Lien Notes”), which mature on February 15, 2033. Exchanged $238 million aggregate principal amount of the existing 4.125% Senior Secured Notes due 2030 into 4.375% second-out first lien secured notes due 2032 (the “4.375% Second-Out Notes”), which mature on December 31, 2032. The remaining 4.125% Senior Secured Notes due 2030 of $4 million became unsecured obligations as the related indenture was amended to release all liens on the collateral and eliminate substantially all covenants and certain events of default.

For the nine months ended September 30, 2025, SBG recognized a gain on extinguishment of the 4.125% Senior Secured Notes due 2030 and 5.125% Senior Notes due 2027 of $5 million and $3 million, respectively, and a loss on extinguishment of the Term Loan B-2 of $6 million.

The New Credit Agreement and the indentures for the 8.125% First-Out Notes, 4.375% Second-Out Notes, and 9.750% Second Lien Notes (collectively, the “New Indentures”) contain certain restrictive covenants including, but not limited to, restrictions on indebtedness, liens, restricted payments (including repayment of certain subordinated debt), investments, mergers, consolidations, sales and other dispositions of assets and affiliate transactions. These covenants are subject to a number of exceptions and limitations as described in the New Credit Agreement and New Indentures. The New Credit Agreement and New Indentures also include events of default, including certain cross-default and cross-acceleration provisions with other debt of STG, customary for agreements of its type.

Prior to February 15, 2028, December 1, 2025, and February 15, 2027, STG may redeem the 8.125% First-Out Notes, 4.375% Second-Out Notes, and 9.750% Second Lien Notes, respectively, in whole or in part, at any time or from time to time at a price equal to 100% of the principal amount of the respective notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the New Indentures. On or prior to February 15, 2028 and February 15, 2027, STG may redeem up to 40% of the aggregate principal amount of the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, at a price equal to 108.125% and 109.750% of the principal amount of the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the date of redemption using the proceeds of certain equity offerings. Prior to February 15, 2028 and February 15, 2027, STG may redeem the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, in whole but not in part, at a redemption price equal to 108.125% and 109.750% of the principal amount of the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the redemption date upon certain change of control transactions or certain significant acquisitions. Beginning on December 1, 2025, STG may redeem some or all of the 4.375% Second-Out Notes at any time or from time to time at the redemption prices set forth in the New Indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, upon the sale of certain of STG’s assets or certain changes of control, STG may be required to offer to repurchase some or all of the 8.125% First-Out Notes, 4.375% Second-Out Notes, and 9.750% Second Lien Notes.

The First-Out Revolving Credit Facility includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed 3.5x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date. Since there was no utilization under the First-Out Revolving Credit Facility as of September 30, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement. As of September 30, 2025, the STG first-out first lien leverage ratio was below 3.5x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of September 30, 2025.

During the second quarter of 2025, STG repurchased $81 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million. SBG recognized a gain on extinguishment of the 5.125% Senior Notes due 2027 of $4 million for the nine months ended September 30, 2025. In October 2025, STG repurchased the remaining $89 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $89 million. The 5.125% Senior Notes due 2027 acquired were canceled immediately following their acquisition.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

During the nine months ended September 30, 2024, STG purchased $27 million aggregate principal amount of Term Loan B-2 for consideration of $25 million. The portions of Term Loan B-2 purchased were canceled immediately following their acquisition. SBG recognized a gain on extinguishment of the Term Loan B-2 of $1 million for the nine months ended September 30, 2024.

Finance Leases to Affiliates

The current portion of notes payable, finance leases, and commercial bank financing in SBG’s consolidated balance sheets includes finance leases to affiliates of $3 million as of both September 30, 2025 and December 31, 2024. Notes payable, finance leases, and commercial bank financing, less current portion, in SBG’s consolidated balance sheets includes finances leases to affiliates of $7 million and $9 million as of September 30, 2025 and December 31, 2024, respectively. See Note 7. Related Person Transactions.

Debt of Variable Interest Entities and Guarantees of Third-Party Obligations

STG jointly, severally, unconditionally, and irrevocably guaranteed $2 million of debt of certain third parties as of both September 30, 2025 and December 31, 2024, all of which related to consolidated VIEs and is included in our consolidated balance sheets as of both September 30, 2025 and December 31, 2024. We provide a guarantee of certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $455 million for the years 2025 through 2029. We accrued $15 million related to this obligation for the nine months ended September 30, 2025, included in gain on asset dispositions and other, net in SBG’s consolidated statements of operations. As of September 30, 2025, $8 million of this obligation is reflected in accounts payable and accrued liabilities in SBG’s consolidated balance sheets. See Note 4. Commitments and Contingencies for further discussion.

Interest Rate Swap

SBG entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of SBG’s exposure to variable interest rates. The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and SBG receives a floating rate of interest based on SOFR. See Hedge Accounting within Note 1. Nature of Operations and Summary of Significant Accounting Policies for further discussion. The fair value of the interest rate swap was a liability of $0.1 million as of September 30, 2025, which is recorded in other current liabilities in SBG’s consolidated balance sheets, and an asset of $1 million as of December 31, 2024, which is recorded in other assets in SBG’s consolidated balance sheets.

Accounts Receivable Securitization Facility

On November 6, 2025, STG and one of its subsidiaries entered into a three-year, up to $375 million revolving accounts receivable securitization facility (the “AR Facility”) with Wells Fargo Bank, N.A., as administrative agent (“Wells”) in order to enable STG to raise incremental, low-cost capital.

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4.              COMMITMENTS AND CONTINGENCIES:

Litigation, Claims, and Regulatory Matters

SBG is a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. Except as noted below, SBG does not believe the outcome of these matters, individually or in the aggregate, will have a material effect on SBG’s financial statements.

FCC Matters

On May 22, 2020, the Federal Communications Commission (“FCC”) released an Order and Consent Decree pursuant to which the Company agreed to pay $48 million to resolve the matters covered by a Notice of Apparent Liability for Forfeiture (“NAL”) issued in December 2017 proposing a $13 million fine for alleged violations of the FCC’s sponsorship identification rules by the Company and certain of its subsidiaries, the FCC’s investigation of the allegations raised in the Hearing Designation Order issued in connection with the Company’s proposed acquisition of Tribune, and a retransmission related matter. The Company submitted the $48 million payment on August 19, 2020. As part of the consent decree, the Company also agreed to implement a four-year compliance plan (which terminated on May 29, 2024). Two petitions were filed on June 8, 2020 seeking reconsideration of the Order and Consent Decree. The Company filed an opposition to the petitions on June 18, 2020, and the petitions remain pending.

On September 1, 2020, one of the individuals who filed a petition for reconsideration of the Order and Consent Decree filed a petition to deny the license renewal application of WBFF(TV), Baltimore, MD, and the license renewal applications of two other Baltimore, MD stations with which the Company has a JSA or LMA, Deerfield Media station WUTB(TV) and Cunningham Broadcasting Corporation (“Cunningham”) station WNUV(TV). On January 18, 2024, a motion was filed to request substitution of the petitioner, who is deceased. On June 27, 2025, the FCC (i) denied the motion for substitution; (ii) dismissed the petition to deny; and (iii) granted the license renewal applications of WBFF(TV), WUTB(TV), and WNUV(TV). An application for review of the FCC’s decision was filed on July 28, 2025 on behalf of the individual who unsuccessfully sought to be substituted for the petitioner in the proceeding. The Company timely filed an opposition to the application for review and the matter remains pending. On April 14, 2025, the same attorney who filed the petition against the renewal applications filed a similar petition to deny, on behalf of a different client, assignment applications filed by the Company seeking FCC consent to sell certain stations to a third party. On July 1, 2025, the FCC dismissed that petition to deny and granted the applications. An application for review of the decision to grant the assignment applications was filed on behalf of the petitioner on July 30, 2025. The Company timely filed an opposition to the application for review and the matter remains pending.

On September 2, 2020, the FCC adopted a Memorandum Opinion and Order and NAL against the licensees of several stations with whom the Company has LMAs, JSAs, and/or SSAs in response to a complaint regarding those stations’ retransmission consent negotiations. The NAL proposed a $0.5 million penalty for each station, totaling $9 million. The licensees filed a response to the NAL on October 15, 2020, asking the FCC to dismiss the proceeding or, alternatively, to reduce the proposed forfeiture to $25,000 per station. On July 28, 2021, the FCC issued a forfeiture order in which the $0.5 million penalty was upheld for all but one station. A Petition for Reconsideration of the forfeiture order was filed on August 7, 2021. On March 14, 2022, the FCC released a Memorandum Opinion and Order and Order on Reconsideration, which reaffirmed the forfeiture order, dismissed (and in the alternative, denied) the Petition for Reconsideration, and stated that because the fines were not paid within the period stated in the July 2021 forfeiture order the FCC may refer the case to the U.S. Department of Justice (“DOJ”) for enforcement of the forfeiture pursuant to Section 504 of the Communications Act. Our understanding is that enforcement remains pending. The Company is not a party to this forfeiture order.

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On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including 83 SBG stations and several stations with whom SBG has LMAs, JSAs, and/or SSAs, for violation of the FCC’s limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018. The NAL proposed a fine of $2.7 million against SBG, and fines ranging from $20,000 to $26,000 per station for the other licensees, including the LMA, JSA, and/or SSA stations, for a total of $3.4 million. On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount. On September 6, 2024, the FCC issued a forfeiture order imposing the fine as proposed in the NAL. The Company and all other affected licensees filed a joint petition for reconsideration of the forfeiture order on October 7, 2024. On June 27, 2025, the FCC adopted an Order and Consent Decree pursuant to which the Company agreed to make a voluntary contribution of $500,000 to resolve, without any admission of liability, the forfeiture order (with respect to SBG stations), a closed captioning investigation of SBG station WUHF in Rochester, NY, and matters relating to certain of SBG’s pending station renewal applications. As part of the consent decree, the Company also agreed to implement a two-year compliance plan relating to the FCC’s limits on commercial matter in children’s programming and closed captioning rules, and the FCC agreed to grant the license renewal applications of all SBG stations involved in the matters resolved by the consent decree. The consent decree states the forfeiture order will be resolved by separate action with respect to the non-SBG licensees named in the forfeiture order, and to SBG’s knowledge all but one of such non-SBG licensees have entered into non-monetary consent decrees with the FCC and agreed to similar compliance plans with respect to the FCC’s limits on commercial matter in children’s programming. The Company made the $500,000 voluntary contribution on July 9, 2025.

Other Matters

On November 6, 2018, the Company agreed to enter into a proposed consent decree with the DOJ. This consent decree resolves the DOJ’s investigation into the sharing of pacing information among certain stations in some local markets. The DOJ filed the consent decree and related documents in the U.S. District Court for the District of Columbia on November 13, 2018. The U.S. District Court for the District of Columbia entered the consent decree on May 22, 2019. The consent decree is not an admission of any wrongdoing by the Company and does not subject the Company to any monetary damages or penalties. The Company believes that even if the pacing information was shared as alleged, it would not have impacted any pricing of advertisements or the competitive nature of the market. The consent decree requires the Company to adopt certain antitrust compliance measures, including the appointment of an Antitrust Compliance Officer, consistent with what the DOJ has required in previous consent decrees in other industries. The consent decree also requires the Company’s stations not to exchange pacing and certain other information with other stations in their local markets, which the Company’s management had already instructed them not to do.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company is aware of twenty-two putative class action lawsuits that were filed against the Company following published reports of the DOJ investigation into the exchange of pacing data within the industry. On October 3, 2018, these lawsuits were consolidated in the Northern District of Illinois. The consolidated action alleges that the Company and thirteen other broadcasters conspired to fix prices for commercials to be aired on broadcast television stations throughout the United States and engaged in unlawful information sharing, in violation of the Sherman Antitrust Act. The consolidated action seeks damages, attorneys’ fees, costs and interest, as well as injunctions against adopting practices or plans that would restrain competition in the ways the plaintiffs have alleged. The Court denied the defendants’ motion to dismiss on November 6, 2020. Discovery commenced shortly after that and is continuing. On December 8, 2023, the Court granted final approval of the settlements the plaintiffs had reached with four of the original defendants (CBS, Fox, Cox Media, and ShareBuilders), who agreed to pay a total of $48 million to settle the plaintiffs’ claims against them. The plaintiffs are continuing to pursue their claims against the Company and the other non-settling defendants. Under the current schedule set by the Court, fact discovery is scheduled to close 90 days after a Special Master completes his review of the plaintiffs’ objections to the defendants’ privilege claims. On December 6, 2024, the plaintiffs filed a motion seeking sanctions against the Company in connection with the loss of certain cell phone data. On February 4, 2025, following briefing on that motion, the Court heard arguments and took the motion under advisement. On February 20, 2025, Special Master Richard Levie issued Report and Recommendation No. 3 addressing plaintiffs’ challenges to certain of defendants’ privilege log entries (“Levie R&R No. 3”), which compelled disclosure of certain documents Sinclair and the other non-settling defendants withheld from discovery based on assertions of privilege. Sinclair and the other co-defendants filed objections to Levie R&R No. 3. At a March 18, 2025 status conference, the Court set a tentative trial date of April 1, 2026, and stated its expectations that depositions will resume. At a Status Conference on October 1, 2025, the Court indicated that it would be setting a new schedule with a trial date occurring after April 1, 2026. Sinclair and the other parties are awaiting issuance of the new scheduling order. On October 20, 2025, the Court issued an order adopting Levie R&R No. 3 and denying the objections to Levie R&R No. 3 made by Sinclair and the other non-settling defendants, compelling the production of 6,313 documents Sinclair withheld as privileged. On September 29, 2025, Special Master Wayne R. Andersen issued Report and Recommendation No. 3 (“Andersen R&R No. 3”) and on October 23, 2025, Special Master Andersen issued Report and Recommendation No. 6 (“Andersen R&R No. 6”), addressing certain of plaintiffs’ additional challenges to certain of Sinclair’s privilege log entries. Andersen R&R No. 3 and Andersen R&R No. 6 each recommended granting in part and denying in part plaintiffs’ challenges. No party has appealed Andersen R&R No. 3, which compelled the production of two documents Sinclair withheld as privileged. The plaintiffs filed an objection to Anderson R&R No. 6 on November 6, 2025. Sinclair intends to file a response in opposition to that objection. Discovery and the Special Master’s review of plaintiffs’ challenges to the defendants’ privilege claims remain ongoing. The Company continues to believe the lawsuits are without merit and intends to vigorously defend itself against all such claims.

On July 19, 2023, as part of the bankruptcy proceedings of DSG, at such time, an independently managed and unconsolidated subsidiary of Sinclair, DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC, filed a complaint (the “Diamond Litigation”), under seal, in the United States Bankruptcy Court for the Southern District of Texas naming certain subsidiaries of Sinclair, including SBG and STG and certain officers of SBG and STG, as defendants.

In the complaint, plaintiffs challenged a series of transactions involving SBG and certain of its subsidiaries, on the one hand, and DSG and its subsidiaries, on the other hand, since SBG acquired the former Fox Sports regional sports networks from The Walt Disney Company in August 2019. The complaint alleged, among other things, that the management services agreement (the “MSA”) entered into by STG and DSG was not fair to DSG and was designed to benefit STG and SBG; that the Bally’s Corporation (“Bally’s”) transaction in November 2020 through which Bally’s acquired naming rights to certain regional sports networks was not fair to DSG and was designed to benefit STG and SBG; and that certain distributions made by DSG that were used to pay down preferred equity of DSH, were inappropriate and were conducted at a time when DSG was insolvent. The complaint also alleged that SBG and its subsidiaries (other than DSG and its subsidiaries) received payments or indirect benefits of approximately $1.5 billion as a result of the alleged misconduct. The complaint asserted a variety of claims, including certain fraudulent transfers of assets, unlawful distributions and payments, breaches of contracts, unjust enrichment and breaches of fiduciary duties. The plaintiffs sought, among other relief, avoidance of fraudulent transfers and unlawful distributions, and unspecified monetary damages to be determined.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On March 1, 2024, the court approved a global settlement and release of all claims associated with the Diamond Litigation, which settlement included an amendment to the MSA. Sinclair entered into the settlement, without admitting any fault or wrongdoing. The settlement terms included, among other things, DSG’s dismissal with prejudice of its $1.5 billion litigation against Sinclair and all other defendants, along with the full and final satisfaction and release of all claims in that litigation against all defendants, including Sinclair and its subsidiaries, in exchange for Sinclair’s cash payment to DSG of $495 million. Additionally, under the terms of the settlement, Sinclair would provide transition services to DSG to allow DSG to become a self-standing entity going forward. During the first quarter of 2024, SBG paid $50 million related to the settlement. The final settlement payment was made during the second quarter of 2024 and of the total $495 million settlement amount paid, $347 million was paid by STG and $148 million was paid by Sinclair Ventures, LLC (“Ventures”). On January 2, 2025, DSG announced that it had emerged from bankruptcy, at which time, SBG’s equity interest in DSG was terminated.

SBG has provided a guarantee that requires SBG to provide funding to Marquee. On July 19, 2024, Marquee sent SBG a funding notice seeking $29 million under the Marquee guarantee by August 1, 2024 purportedly to make payments under certain agreements to affiliates of the Chicago Cubs, an affiliate of which is also a co-owner of Marquee. Based on the information provided to SBG by Marquee, Marquee has sufficient cash to make such payments without funding under the Marquee guarantee. For this and other reasons, SBG does not believe it is contractually required to provide funding under the Marquee guarantee at this time and has so informed Marquee. On August 2, 2024, Marquee sent SBG another letter claiming that SBG’s failure to timely pay the amounts subject to Marquee’s funding notice constitutes a breach of the Marquee guarantee and requesting payment of such amounts no later than August 17, 2024 at which time Marquee has stated it will pursue any and all available remedies pursuant to the Marquee guarantee. As of January 1, 2025, SBG determined SBG had no further obligations under the guarantee agreement. Marquee disputed this position, and on June 9, 2025, SBG entered into a binding term sheet to settle the matter. As part of the settlement, the parties agreed that the guarantee would be in effect through 2029; however, the maximum obligation under the guarantee agreement was reduced. As a result of the execution of this binding term sheet, SBG has concluded that SBG’s obligation to pay under a portion of the guarantee is probable and the loss related thereto could be reasonably estimated, thus recorded an estimated obligation related to this arrangement during the nine months ended September 30, 2025 (as further discussed in Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing). Because loss contingencies are inherently unpredictable and unfavorable developments can occur, the assessment requires judgment about future events. Moreover, there is no assurance that contingencies will be satisfied and the ultimate loss may differ materially from the estimated obligation SBG has recorded.

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SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

5.              SEGMENT DATA:

SBG measures segment performance based on operating income (loss). For the quarter ended September 30, 2025, SBG had one reportable segment: local media. The local media segment includes SBG’s television stations, original networks, and content and provides these through free over-the-air programming to television viewing audiences for stations in markets located throughout the continental United States, as well as distributes the content of these stations to MVPDs for distribution to their customers in exchange for contractual fees. See Revenue Recognition under Note 1. Nature of Operations and Summary of Significant Accounting Policies for further detail. Corporate is not a reportable segment but is included for reconciliation purposes. Corporate costs primarily include SBG’s costs to operate as the parent company of its subsidiaries. All of SBG’s businesses are located within the United States.

Segment financial information is included in the following tables for the periods presented (in millions):

As of September 30, 2025	Local Media		Corporate		Consolidated
Assets	$	4,318	$	64	$	4,382
For the three months ended September 30, 2025	Local Media		Corporate		Consolidated
---	---	---	---	---	---	---
Revenue	$	667	$	—	$	667
Media programming and production expenses	378		—		378
Media selling, general and administrative expenses	165		—		165
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	56		—		56
Amortization of program costs	21		—		21
Corporate general and administrative expenses	21		—		21
Gain on asset dispositions and other, net	(3)		(22)		(25)
Other segment items (a)	2		—		2
Operating income	$	27	$	22	$	49
Interest expense including amortization of debt discount and deferred financing costs	$	85	$	—	$	85
Other income, net	2		—		2
Loss before income taxes					$	(34)
For the nine months ended September 30, 2025	Local Media		Corporate		Consolidated
Revenue	$	2,040	$	—	$	2,040
Media programming and production expenses	1,148		—		1,148
Media selling, general and administrative expenses	497		—		497
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	166		—		166
Amortization of program costs	57		—		57
Corporate general and administrative expenses	85		—		85
(Gain) loss on asset dispositions and other, net	(23)		15		(8)
Other segment items (a)	6		—		6
Operating income (loss)	$	104	$	(15)	$	89
Interest expense including amortization of debt discount and deferred financing costs	$	311	$	—	$	311
Gain on extinguishment of debt	6		—		6
Other income, net	8		—		8
Loss before income taxes					$	(208)

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2024	Local Media		Consolidated
Revenue	$	845	$	845
Media programming and production expenses	384		384
Media selling, general and administrative expenses	188		188
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	58		58
Amortization of program costs	18		18
Corporate general and administrative expenses	24		24
Gain on asset dispositions and other, net	(11)		(11)
Other segment items (a)	2		2
Operating income	$	182	$	182
Interest expense including amortization of debt discount and deferred financing costs	$	78	$	78
Other income, net	3		3
Income before income taxes			$	107
For the nine months ended September 30, 2024	Local Media		Corporate		Consolidated
Revenue	$	2,322	$	—	$	2,322
Media programming and production expenses	1,149		—		1,149
Media selling, general and administrative expenses	549		—		549
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	174		—		174
Amortization of program costs	55		—		55
Corporate general and administrative expenses	94		6		100
Gain on asset dispositions and other, net	(11)		—		(11)
Other segment items (a)	6		—		6
Operating income (loss)	$	306	$	(6)	$	300
Interest expense including amortization of debt discount and deferred financing costs	$	230	$	—	$	230
Gain on extinguishment of debt	1		—		1
Other income, net	36		—		36
Income before income taxes					$	107

(a)Other segment items relate primarily to non-media expenses.

6.              VARIABLE INTEREST ENTITIES:

Certain of SBG’s stations provide services to other station owners within the same respective market through agreements, such as LMAs, where SBG provides programming, sales, operational, and administrative services, and JSAs and SSAs, where SBG provides non-programming, sales, operational, and administrative services. In certain cases, SBG has also entered into purchase agreements or options to purchase the license related assets of the licensee. SBG typically owns the majority of the non-license assets of the stations, and in some cases where the licensee acquired the license assets concurrent with SBG’s acquisition of the non-license assets of the station, SBG has provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary but generally have initial terms of over five years with several optional renewal terms. Based on the terms of the agreements and the significance of SBG’s investment in the stations, SBG is the primary beneficiary when, subject to the ultimate control of the licensees, SBG has the power to direct the activities which significantly impact the economic performance of the VIE through the services SBG provides and SBG absorbs losses and returns that would be considered significant to the VIEs. The fees paid between SBG and the licensees pursuant to these arrangements are eliminated in consolidation.

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SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included in SBG’s consolidated balance sheets as of the dates presented, were as follows (in millions):

	As of September 30,<br>2025		As of December 31,<br>2024
ASSETS
Current assets:
Accounts receivable, net	$	14	$	18
Other current assets	3		3
Total current assets	17		21
Property and equipment, net	6		8
Goodwill and indefinite-lived intangible assets	13		15
Definite-lived intangible assets, net	42		26
Total assets	$	78	$	70
LIABILITIES
Current liabilities:
Other current liabilities	$	7	$	13
Notes payable, finance leases and commercial bank financing, less current portion	4		5
Other long-term liabilities	3		3
Total liabilities	$	14	$	21

The amounts above represent the combined assets and liabilities of the VIEs described above, for which SBG is the primary beneficiary. Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $152 million as of September 30, 2025 and $128 million as of December 31, 2024, as these amounts are eliminated in consolidation. The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE. As of September 30, 2025, all of the liabilities are non-recourse to SBG except for the debt of certain VIEs. See Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further discussion. The risk and reward characteristics of the VIEs are similar.

7.              RELATED PERSON TRANSACTIONS:

Transactions With SBG’s Indirect Controlling Shareholders

David, Frederick, J. Duncan, and Robert Smith (collectively, the “Sinclair controlling shareholders”) are brothers and hold substantially all of the Sinclair Class B Common Stock and some of the Sinclair Class A Common Stock and are on the Board of Managers of SBG. SBG engaged in the following transactions with them and/or entities in which they have substantial interests:

Leases. Certain assets used by SBG and SBG’s operating subsidiaries are leased from entities owned by the Sinclair controlling shareholders. Lease payments made to these entities were $2 million and $5 million for the three and nine months ended September 30, 2025, respectively, and $2 million and $5 million for the three and nine months ended September 30, 2024, respectively. For further information, see Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing.

Charter Aircraft. SBG leases aircraft owned by certain Sinclair controlling shareholders. For all leases, SBG incurred expenses of $0.2 million for the nine months ended September 30, 2025 and less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2024, respectively.

The Baltimore Sun. David Smith is the majority shareholder of The Baltimore Sun. STG has entered into agreements with The Baltimore Sun to provide independent contractor services, sales representation, news resource sharing, and content sharing. In relation to these agreements, SBG recorded revenue of $0.3 million for both the three and nine months ended September 30, 2025.

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SINCLAIR BROADCAST GROUP, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Cunningham Broadcasting Corporation

Cunningham owns a portfolio of television stations, including: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; WMYA-TV Anderson, South Carolina; WTTE-TV Columbus, Ohio; WDBB-TV Birmingham, Alabama; WBSF-TV Flint, Michigan; WGTU-TV/WGTQ-TV Traverse City/Cadillac, Michigan; WEMT-TV Tri-Cities, Tennessee; WYDO-TV Greenville, North Carolina; KBVU-TV/KCVU-TV Eureka/Chico-Redding, California; WPFO-TV Portland, Maine; KRNV-DT/KENV-DT Reno, Nevada/Salt Lake City, Utah; and KTXD-TV in Dallas, Texas (collectively, the “Cunningham Stations”). Certain of SBG’s stations provide services to the Cunningham Stations pursuant to LMAs or JSAs and SSAs. See Note 6. Variable Interest Entities, for further discussion of the scope of services provided under these types of arrangements.

All of the non-voting stock of the Cunningham Stations is owned by trusts for the benefit of the children of the Sinclair controlling shareholders. SBG consolidates certain subsidiaries of Cunningham with which SBG has variable interests through various arrangements related to the Cunningham Stations.

The services provided to WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV are governed by a master agreement which has a current term that expires on July 1, 2028 and there is one additional five-year renewal term remaining with final expiration on July 1, 2033. SBG also executed purchase agreements to acquire the license related assets of these stations from Cunningham, which grant SBG the right to acquire, and grant Cunningham the right to require SBG to acquire, subject to applicable FCC rules and regulations, 100% of the capital stock or the assets of these individual subsidiaries of Cunningham. Pursuant to the terms of this agreement SBG is obligated to pay Cunningham an annual fee for the television stations equal to the greater of (i) 3% of each station’s annual net broadcast revenue or (ii) $6 million. The aggregate purchase price of these television stations increases by 6% annually. A portion of the fee is required to be applied to the purchase price to the extent of the 6% increase. The cumulative prepayments made under these purchase agreements were $72 million and $69 million as of September 30, 2025 and December 31, 2024, respectively. The remaining aggregate purchase price of these stations, net of prepayments, as of both September 30, 2025 and December 31, 2024, was approximately $54 million. Additionally, SBG provides services to WDBB-TV pursuant to an LMA, which expires April 22, 2030, and has a purchase option to acquire for $0.2 million. SBG paid Cunningham, under these agreements, $3 million and $9 million for the three and nine months ended September 30, 2025, respectively, and $3 million and $9 million for the three and nine months ended September 30, 2024, respectively.

The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between December 2028 and August 2033 and certain stations have renewal provisions for successive eight-year periods.

As SBG consolidates the licensees as VIEs, the amounts SBG earns or pays under the arrangements are eliminated in consolidation and the gross revenue of the stations are reported in SBG’s consolidated statements of operations. SBG’s consolidated revenue includes $33 million and $97 million for the three and nine months ended September 30, 2025, respectively, and $41 million and $109 million for the three and nine months ended September 30, 2024, respectively, related to the Cunningham Stations.

SBG has an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in December 2025. Under the agreement, Cunningham paid SBG an initial fee of $1 million and pays SBG $0.3 million annually for master control services plus the cost to maintain and repair the equipment. In addition, SBG has an agreement with Cunningham to provide a news share service with the Johnstown, PA station for an annual fee of $0.6 million, which increases by 3% on each anniversary and expires in November 2025.

SBG has multi-cast agreements with Cunningham Stations in the Eureka/Chico-Redding, California; Tri-Cities, Tennessee; Anderson, South Carolina; Baltimore, Maryland; Portland, Maine; Charleston, West Virginia; Dallas, Texas; and Greenville, North Carolina markets. In exchange for carriage of these networks in their markets, SBG paid $0.3 million and $1 million for the three and nine months ended September 30, 2025, respectively, and $0.2 million and $1 million for the three and nine months ended September 30, 2024, respectively, under these agreements.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

WG Communications Group

The wife of Robert Weisbord, SBG’s Chief Operating Officer and President of Local Media, has an ownership interest in WG Communications Group (“WGC”). SBG received revenue from advertisers represented by WGC of $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively, and made payments to WGC of less than $0.1 million for all of the nine months ended September 30, 2025 and three and nine months ended September 30, 2024.

Sinclair, Inc.

Sinclair is the sole member of SBG.

SBG recorded revenue of $3 million and $8 million for the three and nine months ended September 30, 2025, respectively, and $3 million and $8 million for the three and nine months ended September 30, 2024, respectively, related to sales services provided by SBG to Sinclair, and certain of its direct and indirect subsidiaries.

SBG recorded expenses of $5 million and $14 million for the three and nine months ended September 30, 2025, respectively, and $4 million and $9 million for the three and nine months ended September 30, 2024, respectively, related to digital advertising services provided by Sinclair, and certain of its direct and indirect subsidiaries, to SBG.

SBG made net cash distributions of $77 million and $160 million to Sinclair, and certain of its direct and indirect subsidiaries, for the three and nine months ended September 30, 2025, respectively. SBG made net cash distributions of $85 million and $13 million to Sinclair, and certain of its direct and indirect subsidiaries, for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025 and December 31, 2024, SBG had a payable to Sinclair, and certain of its direct and indirect subsidiaries, of $5 million and $3 million, respectively, included within other current liabilities in SBG’s consolidated balance sheets.

Employees

Jason Smith, an employee of SBG, is the son of Frederick Smith, who is a Vice President of SBG and a member of SBG’s Board of Managers. Jason Smith received total compensation of $0.3 million for both the three months ended September 30, 2025 and 2024 and $0.9 million and $0.8 million for the nine months ended September 30, 2025 and 2024, respectively, consisting of salary and bonus, and was granted 159,607 and 37,566 shares of restricted stock, vesting over two years, for the nine months ended September 30, 2025 and 2024, respectively, and 500,000 stock appreciation rights, vesting over two years, for the nine months ended September 30, 2024.

Ethan White, an employee of SBG, is the son-in-law of J. Duncan Smith, who is a Vice President of SBG and a member of SBG’s Board of Managers. Ethan White received total compensation of $0.1 million for both the three months ended September 30, 2025 and 2024 and $0.2 million for both the nine months ended September 30, 2025 and 2024, consisting of salary, and was granted 3,244 and 1,503 shares of restricted stock, vesting over two years, for the nine months ended September 30, 2025 and 2024, respectively.

Ryan McCoy, an employee of SBG, is the son-in-law of J. Duncan Smith. Ryan McCoy received total compensation of less than $0.1 million for both the three months ended September 30, 2025 and 2024 and $0.1 million for both the nine months ended September 30, 2025 and 2024, consisting of salary.

Amberly Thompson, an employee of SBG, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of SBG. Amberly Thompson received total compensation of less than $0.1 million for both the three months ended September 30, 2025 and 2024 and $0.1 million for both the nine months ended September 30, 2025 and 2024, consisting of salary, and was granted 285 shares of restricted stock, vesting over two years, for the nine months ended September 30, 2025.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Frederick Smith is the brother of David Smith, Executive Chairman of SBG and a member of SBG’s Board of Managers; Robert Smith, a member of SBG’s Board of Managers; and J. Duncan Smith. Frederick Smith received total compensation of $0.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $0.5 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively, consisting of salary and bonus.

J. Duncan Smith is the brother of David Smith, Frederick Smith, and Robert Smith. J. Duncan Smith received total compensation of $0.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $0.5 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively, consisting of salary and bonus.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

8.              FAIR VALUE MEASUREMENTS:

Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels:

•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following table sets forth the face value and fair value of SBG’s financial assets and liabilities for the periods presented (in millions):

	As of September 30, 2025				As of December 31, 2024
	Face Value		Fair Value		Face Value		Fair Value
Level 1:
Money market funds	N/A		$	103	N/A		$	253
Level 2:
Interest rate swap (a)	N/A		—		N/A		1
STG (b):
9.750% Second Lien Senior Secured Notes due 2033 (c)	$	432	472		$	—	—
8.125% First-Out First Lien Secured Notes due 2033 (c)	1,430		1,472		—		—
5.500% Senior Notes due 2030	485		415		485		328
5.125% Senior Notes due 2027 (c)	89		89		274		249
4.375% Second-Out First Lien Secured Notes due 2032 (c)	238		171		—		—
4.125% Senior Secured Notes due 2030 (c)	—		—		737		546
4.125% Unsecured Notes due 2030 (c)	4		3		—		—
Term Loan B-2, due September 30, 2026 (c)	—		—		1,175		1,160
Term Loan B-3, due April 1, 2028 (c)	3		2		714		575
Term Loan B-4, due April 21, 2029 (c)	—		—		731		589
Term Loan B-6, due December 31, 2029 (c)	708		630		—		—
Term Loan B-7, due December 31, 2030 (c)	728		648		—		—
Debt of variable interest entities (b)	6		6		7		7

N/A - Not applicable

(a)The fair value of the interest rate swap was a liability as of September 30, 2025 and an asset as of December 31, 2024. For further information, see Hedge Accounting within Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap within Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing.

(b)Amounts are carried in SBG’s consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $56 million and $36 million as of September 30, 2025 and December 31, 2024, respectively.

(c)STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the nine months ended September 30, 2025. In October 2025, STG repurchased the remaining $89 million aggregate principal amount of the 5.125% Senior Notes due 2027. For further information, see Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis provides qualitative and quantitative information about Sinclair’s and SBG’s financial performance and condition and should be read in conjunction with Sinclair’s and SBG’s consolidated financial statements and the accompanying notes to those statements. This discussion consists of the following sections:

Summary of Significant Events — financial events during the three months ended September 30, 2025 and through the date this Report on Form 10-Q is filed.

Results of Operations — an analysis of Sinclair’s and SBG’s revenue and expenses for the three and nine months ended September 30, 2025 and 2024.

Liquidity and Capital Resources — a discussion of Sinclair’s and SBG’s primary sources of liquidity and an analysis of Sinclair’s and SBG’s cash flows from or used in operating activities, investing activities, and financing activities during the three and nine months ended September 30, 2025.

SUMMARY OF SIGNIFICANT EVENTS

Content and Distribution

•In August 2025, Tennis signed extensions with the International Tennis Federation for the Davis Cup (through 2028) and Billie Jean King Cup (through 2027).

•In September 2025, Sinclair’s AMP Media launched the THE TUNDRA: A Podcast on The Green Bay Packers.

Corporate Social Responsibility Practices

•To date in 2025, SBG’s newsrooms have won a total of 227 journalism awards, including 25 RTDNA regional Edward R. Murrow Awards.

•In July 2025, Sinclair Cares ran two campaigns, one raising nearly $200,000 in support of Texas flood relief and another partnering with the American Cancer Society to raise awareness and support free rides to medical treatments.

•In August 2025, Sinclair awarded scholarships to 15 university students as a part of its annual scholarship program.

NextGen Broadcast (ATSC 3.0)

•In July 2025, SBG launched WKOF in Syracuse, New York as an ATSC 3.0 lighthouse, marking the first time a television license was initiated under the NextGen Broadcast (ATSC 3.0) standard.

Transactions

•In July 2025, SBG sold four owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA).

•In August 2025, SBG acquired the license assets of WOLF in Hazleton, PA and WGFL in High Springs, FL from New Age Media, LLC. SBG previously oversaw the operations of the stations under Management Service Agreements.

•In August 2025, SBG acquired the license assets of KMEG in Sioux City, IA from Waitt Broadcasting. SBG previously oversaw the operations of the station under a JSA.

•In August 2025, SBG acquired the license assets of KNSN in Reno, NV, KBTV in Beaumont, TX, and WSTR in Cincinnati, OH from Deerfield Media. SBG previously oversaw the operations of the stations under JSAs.

•In September 2025, SBG acquired the non-license assets of WLNE in Providence, RI.

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Financing, Capital Allocation, and Shareholder Returns

•In August 2025, Sinclair declared a quarterly dividend of $0.25 per share. In November 2025, Sinclair declared a quarterly dividend of $0.25 per share.

•In October 2025, STG repurchased the remaining $89 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $89 million. The 5.125% Senior Notes due 2027 acquired in the second quarter of 2025 were canceled immediately following their acquisition.

Other Events

•In July 2025, Sinclair announced the appointment of Narinder Sahai as Executive Vice President and Chief Financial Officer, effective immediately.

SINCLAIR, INC. RESULTS OF OPERATIONS

Any references to the first, second, or fourth quarters are to the three months ended March 31, June 30, or December 31, respectively, for the year being discussed. As of September 30, 2025, we had two reportable segments for accounting purposes, local media and tennis.

Seasonality / Cyclicality

The operating results of our local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections. Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election. Also, the second and fourth quarter operating results are usually higher than the first and third quarters’ because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.

The operating results of our tennis segment are usually subject to cyclical fluctuations due to the number and significance of tournaments that take place in the respective quarters during the year. The first and fourth quarter operating results are usually higher than the second and third quarters’ because of the number and significance of tournaments that are played during those periods.

Operating Data

The following table sets forth our consolidated operating data for the periods presented (in millions):

	Three Months Ended <br> September 30,				Nine Months Ended <br> September 30,
	2025		2024		2025		2024
Media revenue	$	765	$	908	$	2,312	$	2,519
Non-media revenue	8		9		21		25
Total revenue	773		917		2,333		2,544
Media programming and production expenses	413		414		1,251		1,247
Media selling, general and administrative expenses	203		201		595		591
Depreciation and amortization expenses	62		63		183		189
Amortization of program costs	21		18		57		55
Non-media expenses	12		14		36		39
Corporate general and administrative expenses	40		41		137		149
Gain on asset dispositions and other, net	(36)		(13)		(19)		(11)
Operating income	$	58	$	179	$	93	$	285
Net (loss) income attributable to Sinclair	$	(1)	$	94	$	(221)	$	134

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SINCLAIR, INC. RESULTS OF OPERATIONS

Local Media Segment

The following table sets forth our revenue and expenses for our local media segment for the periods presented (in millions):

	Three Months Ended September 30,				Percent Change Increase / (Decrease)		Nine Months Ended September 30,					Percent Change Increase / (Decrease)
	2025		2024			2025			2024
Revenue:
Distribution revenue	$	370	$	383	(3)%		$	1,145		$	1,151	(1)%
Core advertising revenue	269		283		(5)%		812			852		(5)%
Political advertising revenue	6		138		(96)%		18			202		(91)%
Other media revenue	22		41		(46)%		65			117		(44)%
Media revenue (a)	$	667	$	845	(21)%		$	2,040		$	2,322	(12)%
Operating Expenses:
Media programming and production expenses	$	378	$	384	(2)%		$	1,148		$	1,149	—%
Media selling, general and administrative expenses (b)	165		188		(12)%		497			549		(9)%
Depreciation and amortization expenses	56		58		(3)%		166			174		(5)%
Amortization of program costs	21		18		17%		57			55		4%
Corporate general and administrative expenses	21		24		(13)%		85			94		(10)%
Non-media expenses	2		2		—%		6			6		—%
Gain on asset dispositions and other, net	(3)		(11)		(73)%		(23)			(11)		n/m
Operating income	$	27	$	182	(85)%		$	104		$	306	(66)%
Interest expense including amortization of debt discount and deferred financing costs	$	85	$	78	9%		$	311		$	230	35%
Gain on extinguishment of debt	$	—	$	—	n/m		$	6		$	1	n/m
Other income, net	$	2	$	2	—%		$	8		$	35	(77)%

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(a)Includes $3 million and $8 million for the three and nine months ended September 30, 2025, respectively, and $2 million and $7 million for the three and nine months ended September 30, 2024, respectively, of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.

(b)Includes $5 million and $14 million for the three and nine months ended September 30, 2025, respectively, and $4 million and $9 million for the three and nine months ended September 30, 2024, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation.

Revenue

Distribution revenue. Distribution revenue, which represents fees earned from Distributors for our broadcast signals, decreased $13 million or 3% for the three months ended September 30, 2025, when compared to the same period in 2024. Subscriber decreases impacted period-over-period distribution revenue by mid-teen percentages for the three months ended September 30, 2025, partially offset by favorable contractual rate increases by low-teen percentages. Distribution revenue decreased $6 million or 1% for the nine months ended September 30, 2025, when compared to the same period in 2024. Subscriber decreases impacted period-over-period distribution revenue by mid-teen percentages for the nine months ended September 30, 2025, partially offset by favorable contractual rate increases by low-teen percentages.

Core advertising revenue. Core advertising revenue decreased $14 million and $40 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, with no particular product/services category dominating the variance.

Political advertising revenue. Political advertising revenue decreased $132 million and $184 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to 2025 being an off-year election cycle, and therefore having only a small number of political races and correspondingly less political advertising spending compared to 2024 which was a presidential political year.

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SINCLAIR, INC. RESULTS OF OPERATIONS

Other media revenue. Other media revenue decreased $19 million and $52 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease related to certain services provided under management services agreements.

The following table sets forth our primary types of programming and their approximate percentages of advertising revenue for the periods presented:

	Percent of Advertising Revenue for the
	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Syndicated/Other programming	39%	35%	39%	38%
Local news	29%	31%	29%	31%
Network programming (a)	15%	17%	15%	17%
Sports programming (a)	13%	15%	13%	12%
Paid programming	4%	2%	4%	2%

(a)Sports programming includes both local and network sports programming. Network programming is exclusive of any network sports programming.

The following table sets forth our affiliate percentages of advertising revenue for the periods presented:

		Percent of Advertising Revenue for the
		Three Months Ended September 30,		Nine Months Ended September 30,
	# of Channels	2025	2024	2025	2024
ABC	37	30%	28%	29%	25%
FOX	53	22%	22%	22%	22%
CBS	29	19%	20%	20%	20%
NBC	24	14%	16%	13%	20%
CW	44	5%	5%	5%	5%
MNT	38	3%	3%	3%	3%
Other	421	7%	6%	8%	5%
Total	646

Expenses

Media programming and production expenses. Media programming and production expenses decreased $6 million for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a $2 million decrease in both litigation and consulting related expenses and employee compensation cost, respectively. Media programming and production expenses decreased $1 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in litigation and consulting expenses of $7 million, of which the litigation item related to the reversal of approximately $3 million previously expensed as a result of the FCC consent decree that is further discussed in Litigation, Claims, and Regulatory Matters under Note 4. Commitments and Contingencies within Sinclair’s Consolidated Financial Statements, which were offset by an increase in fees pursuant to network affiliation agreements and other programming contracts of $6 million as a result of increased contractual rates.

Media selling, general and administrative expenses. Media selling, general and administrative expenses decreased $23 million for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due an $8 million decrease in national sales commissions, a $6 million decrease in costs relating to our digital business, a $4 million decrease in employee compensation cost, and a $2 million decrease in information technology cost. Media selling, general and administrative expenses decreased $52 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to an $11 million decrease in national sales commissions, a $10 million decrease in employee compensation cost, a $10 million decrease related to the FCC consent decree, as further discussed in Litigation, Claims, and Regulatory Matters under Note 4. Commitments and Contingencies within Sinclair’s Consolidated Financial Statements, a $9 million decrease in costs relating to our digital business, an $8 million decrease in trade related expenses, and a $4 million decrease in credit card fees.

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SINCLAIR, INC. RESULTS OF OPERATIONS

Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses.

Gain on asset dispositions and other, net. During the nine months ended September 30, 2025, we recognized $35 million of proceeds related to our cyber and directors and officers insurance policies, offset by a loss related to the sale of certain of our stations of approximately $8 million. See Acquisitions and Station Disposals under Note 1. Nature of Operations and Summary of Significant Accounting Policies within Sinclair’s Consolidated Financial Statements.

Interest expense including amortization of debt discount and deferred financing costs. Interest expense increased $7 million and $81 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to the Transactions, as described in Credit Agreement and Notes under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements. Included in interest expense for the nine months ended September 30, 2025 is $68 million of one-time financing costs that will not recur in future periods.

Gain on extinguishment of debt. For the nine months ended September 30, 2025, we repurchased $81 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million and recognized a gain on extinguishment of $4 million. For the nine months ended September 30, 2025, in connection with the Transactions, we recognized a gain on extinguishment of the 4.125% Senior Secured Notes due 2030 and 5.125% Senior Notes due 2027 of $5 million and $3 million, respectively, and a loss on extinguishment of the Term Loan B-2 of $6 million. See Credit Agreement and Notes under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements.

Other income, net. During the nine months ended September 30, 2025, we recognized $8 million in interest income. During the nine months ended September 30, 2024, we recognized a $26 million gain related to the sale of certain broadcast related assets and $9 million in interest income.

Tennis Segment

The following table sets forth our revenue and expenses for our tennis segment for the periods presented (in millions):

	Three Months Ended September 30,				Percent Change Increase / (Decrease)		Nine Months Ended September 30,					Percent Change Increase / (Decrease)
	2025		2024			2025			2024
Revenue:
Distribution revenue	$	52	$	51	2%		$	162		$	154	5%
Core advertising revenue	14		8		75%		38			32		19%
Other media revenue	1		1		—%		3			4		(25)%
Media revenue	$	67	$	60	12%		$	203		$	190	7%
Operating Expenses:
Media programming and production expenses	$	35	$	30	17%		$	101		$	98	3%
Media selling, general and administrative expenses (a)	15		13		15%		48			42		14%
Depreciation and amortization expenses	5		5		—%		15			16		(6)%
Corporate general and administrative expenses	1		1		—%		2			2		—%
Operating income	$	11	$	11	—%		$	37		$	32	16%

(a)Includes $3 million and $8 million for the three and nine months ended September 30, 2025, respectively, and $2 million and $7 million for the three and nine months ended September 30, 2024, respectively, of intercompany expense related to certain services provided by the local media segment, which is eliminated in consolidation.

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SINCLAIR, INC. RESULTS OF OPERATIONS

Revenue

Distribution revenue. Distribution revenue, which represents fees earned from Distributors for the right to distribute Tennis Channel, increased $1 million or 2% for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to high-teen percentage increases in contractual rates and a high single-digit percentage increase in direct-to-consumer (“DTC”) subscriptions, partially offset by a decrease in subscribers by high-teen percentages for the period. Distribution revenue increased $8 million or 5% for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to low-teen percentage increases in contractual rates and a high single-digit percentage increase in DTC subscriptions, partially offset by a decrease in subscribers by low-teen percentages for the period.

Core advertising revenue. Core advertising revenue is primarily generated from sales of commercial time within Tennis Channel programming. Core advertising revenue increased $6 million for both the three and nine months ended September 30, 2025, when compared to the same periods in 2024, primarily due to stronger linear sales, as well as higher advertising sales within the DTC platform as a result of increased subscribers.

Expenses

Media programming and production expenses. Media programming and production expenses increased $5 million and $3 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to an increase in tournament production costs, increases in contractual rates for tournament rights and increases in development costs related to the DTC platform.

Media selling, general and administrative expenses. Media selling, general and administrative expenses increased $2 million for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in costs associated with the launch of the DTC platform. Media selling, general and administrative expenses increased $6 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in costs associated with the launch of the DTC platform and an increase in expenses related to certain services provided by the local media segment, which is eliminated in consolidation.

Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses.

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SINCLAIR, INC. RESULTS OF OPERATIONS

Other

The following table sets forth our revenue and expenses for our non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, other) for the periods presented (in millions):

	Three Months Ended September 30,				Percent Change Increase / (Decrease)		Nine Months Ended September 30,					Percent Change Increase/(Decrease)
	2025		2024			2025			2024
Revenue:
Media revenue (a)	$	38	$	9	n/m		$	91		$	24	n/m
Non-media revenue (b)	$	10	$	10	—%		$	24		$	30	(20)%
Operating Expenses:
Media expenses	$	30	$	6	n/m		$	74		$	16	n/m
Non-media expenses (c)	$	12	$	12	—%		$	33		$	36	(8)%
Operating income (loss)	$	14	$	1	n/m		$	14		$	(2)	n/m
(Loss) income from equity method investments	$	(2)	$	—	n/m		$	(7)		$	93	n/m
Other income (expense), net	$	25	$	19	32%		$	(68)		$	(17)	n/m

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(a)Media revenue for the three and nine months ended September 30, 2025 includes $5 million and $14 million, respectively, and for the three and nine months ended September 30, 2024 includes $4 million and $9 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.

(b)Non-media revenue for the three and nine months ended September 30, 2025 includes $2 million and $3 million, respectively, and for the three and nine months ended September 30, 2024 includes $1 million and $5 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.

(c)Non-media expenses for the three and nine months ended September 30, 2025 include $2 million and $3 million, respectively, and for the nine months ended September 30, 2024 include $3 million of intercompany expense related to certain services and sales provided by the local media segment, which is eliminated in consolidation.

Revenue. Media revenue increased $29 million and $67 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to an increase in advertising revenue related to the acquisition of Digital Remedy, as discussed in Acquisitions and Station Disposals under Note 1. Nature of Operations and Summary of Significant Accounting Policies within Sinclair’s Consolidated Financial Statements. Non-media revenue decreased $6 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in broadcast equipment sales.

Expenses. Media expenses increased $24 million and $58 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to an increase in selling, general and administrative expenses related to the acquisition of Digital Remedy, as discussed in Acquisitions and Station Disposals under Note 1. Nature of Operations and Summary of Significant Accounting Policies within Sinclair’s Consolidated Financial Statements. Non-media expenses decreased $3 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in expenses associated with lower broadcast equipment sales.

(Loss) income from equity method investments. During the nine months ended September 30, 2024, we recognized gains of $93 million primarily related to the sales of certain of our investments, which is included in (loss) income from equity method investments in our consolidated statements of operations.

Other income (expense), net. During the three months ended September 30, 2025 and 2024, we recognized fair value adjustment gains of $19 million and $15 million, respectively, associated with investments measured at fair value and NAV. During the nine months ended September 30, 2025 and 2024, we recognized fair value adjustment losses of $84 million and $28 million, respectively, associated with investments measured at fair value and NAV.

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SINCLAIR, INC. RESULTS OF OPERATIONS

Corporate and Unallocated Expenses

The following table presents our corporate and unallocated expenses for the periods presented (in millions):

	Three Months Ended September 30,				Percent Change<br>Increase/ (Decrease)		Nine Months Ended September 30,					Percent Change<br>Increase/ (Decrease)
	2025		2024			2025			2024
Corporate general and administrative expenses	$	40	$	41	(2)%		$	137		$	149	(8)%
Gain on asset dispositions and other, net	$	(36)	$	(13)	n/m		$	(19)		$	(11)	73%
Income tax benefit (provision)	$	1	$	(29)	n/m		$	61		$	(30)	n/m

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Corporate general and administrative expenses. The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses decreased $12 million for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 4. Commitments and Contingencies within Sinclair’s Consolidated Financial Statements, and a decrease in employee compensation cost.

Gain on asset dispositions and other, net. During the nine months ended September 30, 2025, we recognized a loss of $8 million related to our station sales and a loss of $15 million related to the Marquee guarantee as discussed in Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements. These losses were offset by gains of $45 million related to proceeds from our cyber and directors and officers insurance policies, which are further discussed above in Local Media Segment and Other under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Income tax benefit (provision). The effective tax rate for the three months ended September 30, 2025, was a benefit of 188.6% as compared to a provision of 23.0% during the same period in 2024. The increase in the effective tax rate for the three months ended September 30, 2025, as compared to the same period in 2024, is primarily due to a small book loss in 2025 compared to book income in 2024.

The effective tax rate for the nine months ended September 30, 2025, was a benefit of 22.1% as compared to a provision of 17.4% during the same period in 2024. The increase in the effective tax rate for the nine months ended September 30, 2025, as compared to the same period in 2024, is primarily due to an immaterial $7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims in 2024.

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SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

Any references to the first, second, or fourth quarters are to the three months ended March 31, June 30, or December 31, respectively, for the year being discussed. As of September 30, 2025, SBG had one reportable segment for accounting purposes, local media.

Seasonality / Cyclicality

The operating results of SBG’s local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections. Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election. Also, the second and fourth quarter operating results are usually higher than the first and third quarters’ because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.

Operating Data

The following table sets forth SBG’s consolidated operating data for the periods presented (in millions):

	Three Months Ended <br> September 30,				Nine Months Ended <br> September 30,
	2025		2024		2025		2024
Total media revenue	$	667	$	845	$	2,040	$	2,322
Media programming and production expenses	378		384		1,148		1,149
Media selling, general and administrative expenses	165		188		497		549
Depreciation and amortization expenses	56		58		166		174
Amortization of program costs	21		18		57		55
Non-media expenses	2		2		6		6
Corporate general and administrative expenses	21		24		85		100
Gain on asset dispositions and other, net	(25)		(11)		(8)		(11)
Operating income	$	49	$	182	$	89	$	300
Net (loss) income attributable to SBG	$	(30)	$	80	$	(173)	$	87

Local Media Segment

Refer to Local Media Segment above under Sinclair, Inc.’s Results of Operations for a discussion of SBG’s local media segment, which is the same as Sinclair’s local media segment for the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025, the unrestricted subsidiaries (as defined in the New Credit Agreement, “Unrestricted Subsidiaries”) represented 0% of SBG’s total assets. For both the three and nine months ended September 30, 2025, the Unrestricted Subsidiaries represented 0% of SBG’s total revenue. For the three and nine months ended September 30, 2025, the Unrestricted Subsidiaries decreased SBG’s total operating income by 4% and 7%, respectively.

As of September 30, 2025 and for the three and nine months ended September 30, 2025 there were no restricted subsidiaries that were non-guarantors (as defined in the New Credit Agreement) of SBG.

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SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

Corporate and Unallocated Expenses

The following table presents SBG’s corporate and unallocated expenses for the periods presented (in millions):

	Three Months Ended September 30,				Percent Change<br>Increase/ (Decrease)		Nine Months Ended September 30,					Percent Change<br>Increase/ (Decrease)
	2025		2024			2025			2024
Corporate general and administrative expenses	$	21	$	24	(13)%		$	85		$	100	(15)%
Gain on asset dispositions and other, net	$	(25)	$	(11)	n/m		$	(8)		$	(11)	(27)%
Income tax benefit (provision)	$	6	$	(25)	n/m		$	40		$	(15)	n/m

n/m - not meaningful

Corporate general and administrative expenses. The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses decreased by $3 million and $15 million for the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 4. Commitments and Contingencies within SBG’s Consolidated Financial Statements.

Gain on asset dispositions and other, net. During the nine months ended September 30, 2025, SBG recognized a loss of $8 million related to station sales and a loss of $15 million related to the Marquee guarantee as discussed in Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within SBG’s Consolidated Financial Statements. These losses were offset by gains of $35 million related to proceeds from SBG’s cyber and directors and officers insurance policies, which are further discussed in Local Media Segment under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations under Sinclair, Inc.’s Results of Operations.

Income tax benefit (provision). The effective tax rate for the three months ended September 30, 2025, was a benefit of 18.2% as compared to a provision of 22.8% during the same period in 2024. The decrease in the effective tax rate for the three months ended September 30, 2025, as compared to the same period in 2024, is primarily due to a book loss in 2025 compared to book income in 2024.

The effective tax rate for the nine months ended September 30, 2025, was a benefit of 19.3% as compared to a provision of 13.6% during the same period in 2024. The increase in the effective tax rate for the nine months ended September 30, 2025, as compared to the same period in 2024, is primarily due to an immaterial $7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims in 2024.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

As of September 30, 2025, Sinclair had net working capital of approximately $673 million, including $526 million in cash and cash equivalent balances, and $650 million of available borrowing capacity, including $575 million under the New Credit Agreement and $75 million under the Amended Credit Agreement. Cash on hand, cash generated by Sinclair’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement are used as Sinclair’s primary sources of liquidity.

As of September 30, 2025, SBG had net working capital of approximately $208 million, including $122 million in cash and cash equivalent balances, and $650 million of available borrowing capacity, including $575 million under the New Credit Agreement and $75 million under the Amended Credit Agreement. Cash on hand, cash generated by SBG’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement are used as SBG’s primary sources of liquidity.

The First-Out Revolving Credit Facility includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed 3.5x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date. Since there was no utilization under the First-Out Revolving Credit Facility as of September 30, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement. As of September 30, 2025, the STG first-out first lien leverage ratio was below 3.5x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of September 30, 2025.

During the nine months ended September 30, 2025, STG completed the Transactions, including a new money financing and debt recapitalization, which strengthened the Company’s balance sheet and better positioned it for long-term growth. STG’s nearest term maturity, Term Loan B-2 due 2026, was repaid with proceeds from the issuance of a new first-out first lien secured bond, along with the extension of maturities of other debt tranches, which significantly extended STG’s maturity profile. See Credit Agreement and Notes under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements and Credit Agreement and Notes under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within SBG’s Consolidated Financial Statements, for further information.

During the nine months ended September 30, 2025, STG repurchased $81 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million. The 5.125% Senior Notes due 2027 acquired in April 2025 were canceled immediately following their acquisition. In October 2025, STG repurchased the remaining $89 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $89 million.

During the nine months ended September 30, 2025, Sinclair entered into agreements which increased estimated contractual amounts owed for tennis programming rights by $165 million which have terms that extend into 2032. There were no other material changes to Sinclair’s or SBG’s contractual cash obligations as of September 30, 2025.

Sinclair and SBG anticipate that existing cash and cash equivalents, cash flow from the local media segment’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement will be sufficient to satisfy the local media segment’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months. Sinclair anticipates that existing cash and cash equivalents and cash flow from SBG, the tennis segment, and other’s operations will be sufficient to satisfy SBG, the tennis segment, and other’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months. However, certain factors, including but not limited to the war in Ukraine, conflict in the Middle East, other geopolitical matters, natural disasters, pandemics, and potential tariffs and trade restrictions and their resulting effect on the economy, Sinclair’s and SBG’s advertisers, and Sinclair’s and SBG’s Distributors and their subscribers, could affect Sinclair’s and SBG’s liquidity and first-out first lien leverage ratio which could affect Sinclair’s and SBG’s ability to access the full borrowing capacity under the New Credit Agreement. In addition to the sources described above, Sinclair and SBG may rely upon various sources for long-term liquidity needs, such as but not limited to, the issuance of long-term debt, the issuance of Sinclair equity, for Sinclair only, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for Sinclair equity, or the sale of assets. However, there can be no assurance that additional financing or capital or buyers of assets will be available, or that the terms of any transactions will be acceptable or advantageous to Sinclair or SBG.

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LIQUIDITY AND CAPITAL RESOURCES

Sinclair, Inc. Sources and Uses of Cash

The following table sets forth Sinclair’s cash flows for the periods presented (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net cash flows (used in) from operating activities	$	(36)	$	210	$	91	$	(100)
Cash flows (used in) from investing activities:
Acquisition of property and equipment	$	(22)	$	(17)	$	(55)	$	(61)
Acquisition of businesses, net of cash acquired	—		—		(25)		—
Purchases of investments	(6)		(9)		(26)		(41)
Distributions and proceeds from investments	—		1		13		185
Other, net	—		1		—		3
Net cash flows (used in) from investing activities	$	(28)	$	(24)	$	(93)	$	86
Cash flows used in financing activities:
Proceeds from notes payable and commercial bank financing	$	—	$	—	$	1,430	$	—
Repayments of notes payable, commercial bank financing, and finance leases	(6)		(9)		$	(1,420)	$	(52)
Debt issuance costs	—		—		(110)		—
Dividends paid on Class A and Class B Common Stock	(18)		(16)		(52)		(49)
Distributions to noncontrolling interests	(2)		(3)		(8)		(8)
Other, net	—		—		(9)		(3)
Net cash flows used in financing activities	$	(26)	$	(28)	$	(169)	$	(112)

Operating Activities

Net cash flows used in Sinclair’s operating activities increased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in cash collections from Distributors, a decrease in cash collections related to political revenue, and an increase in overhead costs, partially offset by cash receipts from insurance policies in the current period and a decrease in production costs. Net cash flows from Sinclair’s operating activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in cash collections from Distributors, cash receipts from insurance policies in the current period, and the DSG settlement payment that occurred in the prior period, partially offset by a decrease in cash collections related to political revenue and an increase in production and overhead costs.

Investing Activities

Net cash flows used in Sinclair’s investing activities increased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in the acquisition of property and equipment in the current period. Net cash flows used in Sinclair’s investing activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in the distributions and proceeds from investments and the acquisition of Digital Remedy in the first quarter of 2025.

Financing Activities

Net cash flows used in Sinclair’s financing activities decreased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in repayments of debt during the current period due to the Transactions during the first quarter of 2025. Net cash flows used in Sinclair’s financing activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to the Transactions during the first quarter of 2025 and the repurchase of the 5.125% Senior Notes due 2027 during the second quarter of 2025. See Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements for further information related to the Transactions.

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LIQUIDITY AND CAPITAL RESOURCES

Sinclair declared a quarterly dividend of $0.25 per share in August 2025 and $0.25 per share in November 2025. Future dividends on Sinclair’s shares of common stock, if any, will be at the discretion of Sinclair’s Board of Directors and will depend on several factors including Sinclair’s results of operations, cash requirements and surplus, financial condition, covenant restrictions, and other factors that Sinclair’s Board of Directors may deem relevant.

Sinclair Broadcast Group, LLC Sources and Uses of Cash

The following table sets forth SBG’s cash flows for the periods presented (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net cash flows (used in) from operating activities	$	(22)	$	226	$	91	$	(86)
Cash flows used in investing activities:
Acquisition of property and equipment	$	(21)	$	(17)	$	(54)	$	(61)
Purchases of investments	—		(2)		(1)		(4)
Distributions and proceeds from investments	—		18		—		44
Other, net	—		(1)		—		1
Net cash flows used in investing activities	$	(21)	$	(2)	$	(55)	$	(20)
Cash flows used in financing activities:
Proceeds from notes payable and commercial bank financing	$	—	$	—	$	1,430	$	—
Repayments of notes payable, commercial bank financing, and finance leases	(6)		(8)		$	(1,420)	$	(51)
Debt issuance costs	—		—		(110)		—
Distributions to noncontrolling interests	(3)		(3)		(8)		(8)
(Distributions to) contributions from member, net	(50)		(63)		(97)		48
Net cash flows used in financing activities	$	(59)	$	(74)	$	(205)	$	(11)

Operating Activities

Net cash flows used in SBG’s operating activities increased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in cash collections from Distributors and a decrease in cash collections related to political revenue, partially offset by cash receipts from insurance policies in the current period and a decrease in production and overhead costs. Net cash flows from SBG’s operating activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in cash collections from Distributors, cash receipts from insurance policies in the current period, the DSG settlement payment that occurred in the prior period, and a decrease in production and overhead costs, partially offset by a decrease in cash collections related to political revenue.

Investing Activities

Net cash flows used in SBG’s investing activities increased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions and proceeds from the sale of broadcast investments. Net cash flows used in SBG’s investing activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions and proceeds from the sale of broadcast investments, partially offset by a decrease in the acquisition of property and equipment in the current period.

Financing Activities

Net cash flows used in SBG’s financing activities decreased for the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions to member, net and a decrease in repayments of debt during the current period due to the Transactions during the first quarter of 2025. Net cash flows used in SBG’s financing activities increased for the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to the Transactions during the first quarter of 2025, the repurchase of the 5.125% Senior Notes due 2027 during the second quarter of 2025, and an increase in distributions to member, net. See Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing within SBG’s Consolidated Financial Statements for further information related to the Transactions.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no changes to the critical accounting policies and estimates from those disclosed in Critical Accounting Policies and Estimates under Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes from the quantitative and qualitative discussion about market risk previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Each of Sinclair’s and SBG’s management, under the supervision and with the participation of its respective Chief Executive Officer and Chief Financial Officer, evaluated the design and effectiveness of its disclosure controls and procedures as of September 30, 2025.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Assessment of Effectiveness of Disclosure Controls and Procedures

Based on the evaluation of its disclosure controls and procedures as of September 30, 2025, each of Sinclair’s and SBG’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, Sinclair’s and SBG’s disclosure controls and procedures, respectively, were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in either Sinclair’s or SBG’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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Limitations on the Effectiveness of Controls

Management, including each of Sinclair’s and SBG’s Chief Executive Officer and Chief Financial Officer, does not expect that Sinclair’s and SBG’s disclosure controls and procedures or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within each company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Sinclair and SBG are party to lawsuits and claims from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions.

See Litigation, Claims, and Regulatory Matters under Note4. Commitments and Contingencies within Sinclair’s Consolidated Financial Statements for discussion related to certain pending lawsuits.

See Litigation, Claims, and Regulatory Matters under Note 4. Commitments and Contingencies within SBG’s Consolidated Financial Statements for discussion related to certain pending lawsuits.

ITEM 1A. RISK FACTORS

As of the date of this report, there have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

None.

ITEM 5.  OTHER INFORMATION

During the three months ended September 30, 2025, none of Sinclair’s or SBG’s directors, managers, or officers, as applicable, adopted or terminated any contract, instruction, or written plan for the purchase or sale of Sinclair’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

On November 6, 2025, STG and one of its subsidiaries entered into a three-year, up to $375 million revolving accounts receivable securitization facility (the “AR Facility”) with Wells Fargo Bank, N.A., as administrative agent (“Wells”) in order to enable STG to raise incremental, low-cost capital.

In connection with the AR Facility, STG will, pursuant to a Receivables Sale Agreement, dated as of November 6, 2025 (the “Sale Agreement”), between STG, as originator and initial master servicer, and Sinclair Finance SPV, LLC, a wholly-owned special purpose subsidiary of STG (the “SPV”), sell and/or contribute its existing and future accounts receivable and certain related rights to the SPV.

Pursuant to a Receivables Financing Agreement, dated as of November 6, 2025 (the “Financing Agreement”), by and among the SPV, STG, in its individual capacity and as initial master servicer, Wells and certain lenders from time to time party thereto (the “Lenders”), pursuant to which the Lenders will provide certain loans up to a principal amount of $375 million, which loans will be secured by certain accounts receivable and related rights (“Pool Receivables”) purchased by the SPV pursuant to the Sale Agreement. STG will service the Pool Receivables on behalf of the SPV for a fee. In addition, pursuant to a Performance Undertaking, dated as of November 6, 2025 (the “Performance Undertaking”), between SBG and Wells, SBG has agreed to guaranty the performance by STG, as originator and initial master servicer, of its obligations under the Sale Agreement and the Financing Agreement, respectively. Neither SBG nor STG guarantees the collectability of the Pool Receivables.

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The SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to STG. Accordingly, the SPV’s assets are not available to pay creditors of STG or any of its other subsidiaries, although collections from the Pool Receivables in excess of amounts required to repay the Lenders and other creditors of the SPV may be remitted to STG.

The maximum funding availability under the AR Facility as of November 6, 2025, the date of closing, is $375 million, subject to borrowing base and certain other restrictions. The amount of actual availability under the AR Facility is subject to change based on the level of eligible Pool Receivables sold by STG to the SPV and certain reserves. Availability is further subject to changes in the credit ratings of Sinclair, Inc. or SBG, customer concentration levels based on the credit ratings of STG’s customers, and certain characteristics of the Pool Receivables. The AR Facility is subject to interest charges, at the one-month Secured Overnight Financing Rate plus 125 basis points on the amount of the outstanding borrowings under the AR Facility. The SPV is also required to pay certain fees including a commitment fee on unutilized commitments under the AR Facility.

The Sale Agreement, the Financing Agreement, and the Performance Undertaking contain customary representations and warranties, affirmative and negative covenants, and termination events, including but not limited to those providing for the acceleration of amounts owed under the AR Facility if, among other things, the SPV fails to pay amounts due, the SPV becomes insolvent or subject to bankruptcy proceedings or certain judicial judgments or breaches of certain representations and warranties and covenants.

The foregoing descriptions of the Sale Agreement, the Financing Agreement, and the Performance Undertaking are qualified in their entirety by reference to the Sale Agreement, the Financing Agreement, and the Performance Undertaking, copies of which are filed as Exhibits 10.3, 10.4, and 10.5 to this quarterly report on Form 10-Q and are incorporated herein by reference.

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ITEM 6.  EXHIBITS

Exhibit<br>Number	Description
10.1†	Amendment Number Two dated September 19, 2025 with an effective date of January 1, 2025 to the Amended and Restated Employment Agreement between Sinclair Television Group, Inc. and Robert Weisbord effective as of January 1, 2020, as previously amended by that certain Amendment Number One dated June 20, 2023 and effective as of January 1, 2023.
10.2†	Consulting Agreement dated and effective as of October 1, 2025 by and between Sinclair, Inc. and any successor Company and LMR Board Service & Advisory LLC for services of Lucy Rutishauser, an individual.
10.3†	Receivables Financing Agreement, dated as of November6, 2025, by and among Sinclair Finance SPV, LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, the lenders from time to time party thereto, and Sinclair Television Group, Inc., in its individual capacity and as initial master servicer.
10.4†	Receivables Sale Agreement, dated as of November 6, 2025, among Sinclair Television Group, Inc., as originator and as master servicer, and Sinclair Finance SPV, LLC, as buyer.
10.5†	Performance Undertaking, dated as of November 6, 2025, by Sinclair Broadcast Group, LLC, in favor of Wells Fargo Bank, N.A., as administrative agent.
31.1	Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.2	Certification by Narinder K. Sahai, as Chief Financial Officer of Sinclair, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.3	Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.4	Certification by Narinder K. Sahai, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
32.1**	Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.2**	Certification by Narinder K. Sahai, as Chief Financial Officer of Sinclair, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.3**	Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.4**	Certification by Narinder K. Sahai, as Chief Financial Officer of Sinclair Broadcast Group, LLC, pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
101†	The Company’s Consolidated Financial Statements and related Notes for the quarter ended September 30, 2025 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language).
104	Cover Page Interactive Data File (included in Exhibit 101).

† Filed herewith.

** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on the 7th day of November 2025.

SINCLAIR, INC.
SINCLAIR BROADCAST GROUP, LLC
By:	/s/ David R. Bochenek
	David R. Bochenek
	Senior Vice President/Chief Accounting Officer
	(Authorized Officer and Chief Accounting Officer)

76

Document

EXHIBIT 10.1

AMENDMENT NUMBER TWO

TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT NUMBER TWO TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is dated as of September 19, 2025 with an effective date of January 1, 2025 (the “Effective Date”), between Sinclair Television Group, Inc., a Maryland corporation ("STG" or “Company”), and Rob Weisbord ("Employee") to that certain Amended and Restated Employment Agreement effective as of January 1, 2020, as previously amended by that certain Amendment Number One to Amended and Restated Employment Agreement effective as of January 1, 2023 (as amended, collectively, the “Agreement”).

WHEREAS, all capitalized terms shall have the same meaning as ascribed to them in the Agreement; and

WHEREAS, subject to the terms of the Agreement, it is the intent of the parties hereto to amend the Agreement in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

1.Section 1.1(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(a)    report to the employee with the title of President and/or CEO of SBG or STG as of January 1, 2025 (the “SBG CEO”), or, if such SBG CEO is no longer employed by SBG, the Executive Chairman of Sinclair, Inc. (“SBG Chairman”);”

2.The Agreement is amended by deleting all references to “SBG CEO” and replacing such references with “SBG CEO or SBG Chairman, as applicable.”

3.Section 2.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

“2.1.    Term.    The term of Employee's employment under this Agreement (the “Employment Term”) shall begin on the Effective Date and continue until December 31, 2027, or the earlier termination of Employee’s employment in accordance with Section 4 of this Agreement. Notwithstanding anything to the contrary, Company shall have unilateral options (each an “Extension Option”) to extend the Employment Term for up to two additional 12-month periods (each, an “Extension Term”), with the first Extension Term extending the Employment Term through December 31, 2028, and the second Extension Term extending the Employment Term through December 31, 2029. Company may exercise each such extension option by providing written notice to Employee on or prior to August 31st of the final calendar year of the then-current Employment Term. If Company exercises an extension option, all terms and conditions of this Agreement shall continue in full force and effect

EXHIBIT 10.1

during the applicable Extension Term, unless otherwise modified in a written agreement signed by both parties.”

4.Section 3.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

“3.1    Compensation. Employee’s annual base salary shall be One Million Dollars ($1,000,000) effective January 1, 2025 through the end of the Employment Term (“Base Salary”). Company agrees that the foregoing Base Salary cannot be reduced. In addition, the Employee will be eligible to certain Incentive Compensation as further described in Section 3.2 of this Agreement.”

5.The first sentence of Section 3.2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Employee will be eligible for (i) annual cash bonus compensation during each year of the Employment Term in the amount of up to One Million Dollars ($1,000,000) which may be based on revenue, cash flow targets, and/or other bonus criteria as further detailed in a separate “Deal Sheet” to be provided to Employee in writing, and subject to change each subsequent year, after consultation with SBG management, by SBG’s Compensation Committee (“Comp Committee”), in its absolute and complete discretion (the “Annual Bonus”), (ii) an annual exceeds cash bonus during each year of the Employment Term in the amount of up to Six Hundred Thousand Dollars ($600,000), as determined by the Comp Committee and which may be based on bonus criteria relating to time sales as described in a separate “Deal Sheet” (the “Exceeds Bonus”), and (iii) an additional executive performance bonus based on terms set forth by the Comp Committee for other similarly situated executives of up to Eight Hundred Thousand Dollars ($800,000) for calendar year 2025, with annual increases thereafter in the amount of Three Percent (3%) for each subsequent calendar year of the Employment Term (“Executive Performance Bonus”, and, together with the Annual Bonus and Exceeds Bonus, collectively, the “Bonus”).”

6.Section 3.2(b)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Subject to a final review and approval of any adjustments downward, but not upward, thereto by the Comp Committee, and provided that (x) Employee's employment has not terminated under Section 4.l(a) of this Agreement; and (y) all conditions of the Comp Committee’s executive compensation plan for similarly situated executives have been met and permit same, SBG will make an annual grant, in the first quarter of the following year, to Employee in the form of restricted stock (“Restricted Stock”) in the amount of (i) One Million Five Hundred Fifty Thousand Dollars ($1,550,000) for calendar year 2025, (ii) One Million Two

EXHIBIT 10.1

Hundred Sixty Thousand Dollars ($1,260,000) for calendar year 2026 and (iii) One Million Three Hundred Twenty-Three Thousand Dollars ($1,323,000) for calendar year 2027, with annual increases thereafter in the amount of Five Percent (5%) for each subsequent calendar year of the Employment Term, if applicable (each a “Restricted Stock Grant”), provided however if other similarly situated executives receive Restricted Stock in lieu of previously granted stock appreciation rights, Employee shall be entitled to receive similar amount of Restricted Stock (in comparable percentage as compared to other similarly situated executives). Each Restricted Stock Grant shall have a two-year vesting period, with 50% vesting on each of the first and second anniversaries of the applicable grant date; provided, however, that, in the event Company declines to exercise any Extension Option, any unvested Restricted Stock as of the later of January 1, 2028 or the end of such Extension Option, shall immediately vest.”

7.Section 3.2(b)(ii) of the Agreement is hereby deleted in its entirety and replaced with the following:

“In addition to any Bonus or Restricted Stock Grant paid to the Employee under Sections 3.2(a) and 3.2(b)(i) above or as may be otherwise provided for under this Agreement, and provided that (x) Employee's employment has not terminated under Section 4.1(a) of this Agreement as of the date of any payment under this Section 3.2(b)(ii), and (y) the Sinclair Broadcast Group, Inc. 2022 Stock Incentive Plan (“SIP”) has been met, SBG may, during each year of the Employment Term and subject to a final determination and approval thereof by the Comp Committee, make a grant to Employee under the SIP (each a “SIP Grant”).”

8.Section 3.2(b)(iii) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Terms. Each Restricted Stock Grant or SIP Grant (sometimes referred to in this Agreement collectively as the “Section 3.2 Grants”) shall be granted pursuant to the terms of a written award agreement between SBG and Employee, which award agreement shall be issued pursuant to either the (i) SIP and/or (ii) any successor plan(s) to the SIP (all such plans are sometimes collectively referred to in this Agreement, as the “Incentive Plans”). All Section 3.2 Grants made under this Agreement shall consist of restrictions which shall be as determined by the Comp Committee at the time of issuance and shall, at all times, be consistent with similar grants applicable to the other grants issued to others at the Company at the time the Employee is issued his grants. It is intended that all Section 3,2 Grants made under this Agreement shall be awarded pursuant to the terms of an Employee's award agreement, which may contain other terms and conditions which are not inconsistent with the provisions of this Section 3.2 and the Incentive Plans; and that such other terms and conditions shall not impair, diminish or limit in any way the rights of Employee from those

EXHIBIT 10.1

contemplated by this Section 3.2 or impose any conditions on Employee's right to receive and retain the value provided by, any such Section 3.2 Grant.”

9.Section 3.2(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

“3.2(c) Longevity Bonus Compensation. Provided that Employee has been continually employed in good standing by the Company from the date of the Agreement to and including January 1, 2027, the Company agrees to pay Employee a one-time special longevity bonus in the amount of Five Million Dollars ($5,000,000) (“Guaranteed Longevity Bonus”) payable in twelve equal monthly payments beginning on January 1, 2027 and ending on December 1, 2027. In the event that Employee’s employment is terminated pursuant to Section 4.1(a)(7) (due to Change in Control), then the Company’s successor shall pay Employee the Guaranteed Longevity Bonus in a lump sum payment within thirty (30) days after the Termination Date in the form of cash. If earned as set forth herein, the Guaranteed Longevity Bonus shall be due and payable in full regardless if the Employee elects to continue to provide services thereafter to the Company or any successor entity thereto either as an employee or consultant.

10.The Agreement is amended by deleting all references to “SARS” and replacing such references with “Restricted Stock.”

11.Section 4.1(d) of the Agreement is hereby amended by deleting subsection (iii) and replacing it with the following:

“; or (iii) beginning in calendar year 2026, a more than five percent (5.0%) reduction in Employee’s Base Salary from the applicable Base Salary applicable to the immediately preceding calendar year (other than a reduction consistent with a company-wide reduction in pay affecting substantially all executive employees of SBG and its subsidiaries).”

12.Section 4.2(a)(4) of the Agreement is hereby deleted in its entirety and replaced with the following:

“4.    provided that the Termination Date occurs prior to January 1, 2027 and Employee is not entitled to any Guaranteed Longevity Bonus, within thirty (30) days after the Termination Date, Company shall pay Employee a lump sum separation payment in the amount equal to one month’s Base Salary in effect at the time of termination (not including bonuses) for each full year of his continuous employment with the Company (the “Separation Payment”).”

13.Section 4.2(a) of the Agreement is hereby amended by adding the following subsection:

EXHIBIT 10.1

“5.    The pro-rata portion of the Bonus for the calendar year through the Termination Date when paid by the Employer.”

14.Section 4.2(b) of the Agreement is hereby amended by adding the following subsection:

“4.    The pro-rata portion of the Bonus for the calendar year through the Termination Date when paid by the Employer.”

15.Section 4.2 of the Agreement is hereby amended by adding the following new subsection 4.2(f):

“(f)    Notwithstanding anything to the contrary herein, in no event shall Employee receive a Separation Payment if, as of the Termination Date, Employee has received (or is eligible to receive) the Guaranteed Longevity Bonus.”

16.The Agreement is hereby amended to delete Exhibit A in its entirety and to replace the prior contacts of Exhibit B with the SIP.

17.This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one instrument that is binding upon all of the parties hereto, notwithstanding that all parties are not signatories to the same counterpart. This Amendment may be executed and/or delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly executed and delivered and be valid and effective for all purposes. This Amendment shall be considered to have been executed by a person if there exists a photocopy, facsimile copy or electronic/PDF copy of an original hereof or of a counterpart hereof that has been signed by such person. Any photocopy, facsimile copy or electronic/PDF copy of this instrument or a counterpart hereof shall be admissible into evidence in any proceeding as though the same were an original.

18.Except as expressly provided herein, the Agreement shall not be amended or modified by this Amendment and each of the terms thereof shall continue in full force and effect.

[SIGNATURE PAGE TO FOLLOW]

EXHIBIT 10.1

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first written above.

SINCLAIR TELEVISION GROUP, INC.

a Maryland corporation

By: /s/ Christopher Ripley

Name:    Chris Ripley

Title:    President and Chief Executive Officer

EMPLOYEE:

/s/ Rob Weisbord

ROB WEISBORD

Document

EXHIBIT 10.2

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is dated and effective as of October 1, 2025 (the “Effective Date”) by and between Sinclair, Inc. and any successor Company (“Company”) and LMR Board Service & Advisory LLC for services of Lucy Rutishauser, an individual (“Consultant”). The parties agree as follows:

1.ENGAGEMENT; SERVICES.

(a) Engagement. Company retains Consultant to provide, and Consultant shall provide, strategic consulting services as mutually agreed to by Company and Consultant, which may include, without limitation, transition and advisory services with respect to the Company’s new CFO and additional consulting services (collectively, the “Services”).

(b) Independent Contractor. The parties hereby acknowledge and agree that, on or prior to the Effective Date, Consultant’s previous employment with Company will terminate, and Consultant will no longer be an employee of Company. Consultant shall at all times act as an independent contractor and shall not be considered an employee or agent of Company, nor represent itself as having any authority to approve or accept any proposal on behalf of Company, nor make any promise, representation, contract or other commitment binding upon Company.

(c) Compensation and Other

(i)Services Fee. (a) Company agrees to pay Consultant a services fee in the amount of $593.75 per hour for each hour that services are performed during the term of this Agreement (the “Services Fee), beginning on the Effective Date and continuing through the Termination of this Agreement, unless mutually extended by Company and Consultant in writing, and (b) Company shall pay Consultant for a minimum of eight (8) hours per week during such Term, which shall be pro-rated for any partial weeks. On a monthly basis, Consultant shall submit to Company an itemized invoice of the hours worked, including all hours above the minimum 8 hours. Consultant shall be compensated solely at the hourly rate specified as the Services Fee, and in no event shall Consultant be entitled to any compensation in excess of such rate, including but not limited to overtime pay, holiday pay, or vacation pay.

(ii)Health Insurance Fees: Should Consultant elect to continue their health, vision and dental insurance coverage (including spouse coverage) with Company (under COBRA) following the Effective Date (and Consultant’s retirement from their previous employment with Company), Company shall pay for such COBRA coverage or, at the election of Consultant, shall reimburse Consultant for any cost and expense actually incurred by Consultant for such COBRA coverage during the time Consultant is rendering services hereunder. Notwithstanding anything contained in this Agreement to the contrary, there shall not be (i) an extension of the COBRA coverage beyond eighteen (18) months from the Effective Date (the “Applicable COBRA Period”) or (ii) any obligation by Company to pay for COBRA coverage or reimburse Consultant for such COBRA coverage beyond eighteen (18) months from the Effective Date; provided, however, that during the portion of the Term that extends past the Applicable COBRA Period, Company agrees to reimburse Consultant for any cost incurred by Consultant to secure and maintain equivalent health, vision and dental insurance to that provided to Consultant (and Consultant’s spouse) during the Applicable COBRA Period and (ii) Company shall pay Consultant any amounts necessary to compensate Consultant for any additional tax obligation incurred by Consultant as a result of the obligations related to health, vision and dental insurance set forth in this Section 1(c)(ii) (including, without limitation, under this sentence).

EXHIBIT 10.2

(iii)In connection with Consultant’s execution of this Agreement, Company and Consultant shall enter into an amendment (the “SARs Amendment”) to each outstanding award of stock appreciation rights (“SARs”) held by Consultant granted under the Sinclair, Inc. 2022 Stock Incentive Plan (the “SARs Plan”) to extend the post-termination exercise period of the SARs on a Qualifying Termination (as defined in the SARs Amendment) from three (3) months or twelve (12) months, as applicable, to the ten (10)-year expiration date of the SARs.

(iv)The Company may, upon notice to the Consultant, withhold payments for work which is not performed in compliance with this Agreement and/or reasonably question any item(s) reflected on the Consultant's invoice ("the Disputed Work"). Pending the settlement or resolution of the Disputed Work, the non-payment of these items shall not constitute a default of this Agreement. The Company shall pay all amounts due that are not in dispute. In the event the Company withholds any payments from the Consultant due to the Disputed Work, the Company shall concurrently provide the Consultant with a detailed written notice setting forth the reason(s) for such non-acceptance, and the Consultant shall have a reasonable opportunity to correct such work or provision of evidence as to the validity of Consultant’s work. Upon such correction or undisputed confirmation that work was performed pursuant to this Agreement, the withheld amounts shall be promptly paid.

(v)Consultant agrees to keep accurate records verifying any travel expenses directly related to this engagement, and Consultant shall provide such records to Company in its monthly invoice. Travel and incidental expenses for which Company will be responsible must be reasonable (e.g. consistent with the then-current travel policies applicable to Company executives with equivalent seniority to Consultant’s role immediately prior to the Effective Date) approved in advance in writing by Company, verifiable with no markup, and consistent with the Company’s travel and entertainment policy and practices with Consultant immediately prior to the Effective Date. The Company will advise whether Consultant is to use the Company’s travel service to book such travel. Company has the right to cap Consultant out-of-pocket costs. Consultant is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by Consultant under this Agreement, and for all obligations, reports, and timely notifications relating to those taxes.

(vi)Out of Pocket Expenses: During the term of this Agreement, Company agrees to timely reimburse Consultant solely for pre-approved (in writing) out of pocket costs, which may include, without limitation, certain supplies, mobile phone and data plan equivalent to what Consultant had immediately prior to the Effective Date, travel, meals, lodging, entertainment and registration costs incurred as part of performing services under this Agreement; Consultant’s annual membership in the National Association of Corporate Directors (NACD); registration, fees and expenses associated with Consultant’s service on ATSC’s Business Advisory Council (collectively, “Out of Pocket Expenses”).

(vii)Facilities and Systems: Company shall use commercially reasonable efforts to provide Consultant with an office space on days when Consultant is on-site at the Corporate headquarters. Company shall make available to Consultant a laptop and a card key to access building, which laptop and card key shall be returned by Consultant to Company upon termination of this Agreement. Company shall provide access to the Company’s network to the extent Company reasonably determines such access is required in connection with Consultant’s Services.

EXHIBIT 10.2

(viii)Company shall pay Consultant no later than 30 calendar days from invoice date for all Service Fees, Health Insurance Fees, and Out-of-Pocket Expenses incurred by Consultant and invoiced to Company.

(d) Reporting. Consultant’s primary contacts will be the CEO and/or Vice Chairman of the Company or such persons’ successors with an equivalent title.

(e) Services. Without limiting the scope of Services, Consultant shall:

(i)perform the Services;

(ii)devote as much productive time, energy, and ability to the performance of their duties under this Agreement as may be necessary to provide the required Services in a timely and productive manner;

(iii)communicate with Company about progress Consultant has made in performing the Services; and

(iv)use commercially reasonable efforts to perform the Services in a professional manner,and shall not intentionally cause any situation or occurrence which brings Consultant or Company into public disrepute, contempt, scandal, or ridicule, or which shocks, insults, or offends the public, or Company, as reasonably determined by Company.

2.    TERM AND TERMINATION.

(a)Term. This Agreement shall become effective upon the Effective Date and shall continue, unless it is terminated earlier in accordance with subsection 2(b) below, for two (2) years (the “Term”).

(b)Termination. This Agreement may be terminated (i) by either party without ‘good cause’ upon sixty (60) days’ advance written notice (a “Termination for Convenience”), or (ii) immediately by Company or Consultant for “good cause”. For purposes of this Agreement, “good cause” by Company shall mean the material breach of the Agreement, Consultant engaging in activities that present a conflict of interest not previously approved by Company, Consultant’s disclosure of confidential Company information in a manner not authorized by Company, unsatisfactory Work Product not resolved, gross misconduct, committing theft, fraud, or any other criminal act, engaging in harassment or discrimination directed towards Company's employees, contractors, vendors, clients and/or customers, or violation of federal, state or local law, or (iii) immediately by Consultant for “good cause”. For purposes of this Agreement, “good cause” by Consultant shall mean (i) the Company’s material breach of the Agreement, gross misconduct, committing theft, fraud, or any other criminal act, engaging in harassment or discrimination directed towards Consultant, or violation of federal, state or local law, or (ii) a change of control of Company or other material restructuring involving the merger of all or substantially all of Company’s broadcast assets with a third-party or a spin-off or split of Sinclair Ventures, Inc. from the Company (a “Company Transaction”), in each case in which the acquiring or surviving party with respect to such Company Transaction declines to assume this Agreement.

(c) Effect of Termination. Notwithstanding anything to the contrary herein:

(i)Upon a Termination for Convenience of this Agreement by Consultant at any time, or upon Company’s termination for “good cause”, then Company shall only be liable for payment of Services Fees for Services rendered by Consultant pursuant to this Agreement prior to such

EXHIBIT 10.2

termination date and any Out of Pocket Expenses incurred by Consultant prior to such termination date; and

(ii) In the event of a Termination for Convenience by Company or Termination for “good cause” by Consultant, at any time during the Term, Consultant shall receive a one-time payment in an amount equal to the remaining Services Fees (calculated as 8 hours per week) and Health Insurance Fees that would have otherwise been payable to Consultant during the remainder of the Term absent such Termination for Convenience by Company or Termination for “good cause” by Consultant (an “Early Termination Payment”), any Out of Pocket Expenses incurred by Consultant prior to such termination date, and any Services Fees and Health Insurance Fees due and payable through the Termination date.

3.    WARRANTY.

Consultant warrants and represents that all Services (i) will be accurate to the best of the Consultant’s knowledge and performed in a timely and professional manner; (ii) meet Company’s and Consultant’s mutually agreed upon written requirements and specifications; and (iii) to the knowledge of Consultant, will conform to all applicable laws and regulations. Consultant further warrants and represents that any software, technologies or other elements used as a part of its Services are properly licensed and do not infringe the proprietary rights of any third party.

4.    CONFIDENTIAL INFORMATION.

Consultant acknowledges that during her provision of services for Company, Consultant will have access to confidential and proprietary information regarding the business of Company and/or its subsidiaries and affiliates and their clients (the “Company Entities”). This confidential and proprietary information includes, but is not limited to, (a) information regarding the business, operations, or internal structure of the Company Entities, including marketing and product strategy, distribution, and sales information, (b) any method and/or procedure relating or pertaining to projects developed or to be developed by the Company Entities, and/or (c) the Company Entities’ intellectual property (including trade secrets, designs, plans and other technical specifications), which information or knowledge Consultant shall have obtained while providing services for Company, and which is otherwise of a secret or confidential nature (collectively, “Confidential Information). Consultant agrees that they shall not disclose to any person, other than in the course of performing its consulting duties for Company, any Confidential Information unless otherwise required by law or government/court order. In addition, Consultant (x) shall use due care and diligence to prevent the unauthorized use or disclosure of such information, and (y) shall be responsible for any breaches of such Confidential Information by its employees.

Within twenty-four hours of the termination of this Agreement, the Consultant and/or its employees and subcontractors shall return to the Company the product of all Services, including all source code, data, materials and other work product, and copies thereof, in their then current condition, whether created by Consultant or supplied to it in connection with this Agreement. If and to the extent such data and materials in the Consultant's possession is incapable of being returned, the Consultant shall destroy or delete (to the extent practicable and undertake not to attempt to recover) all such information and copies thereof.

In the event that Consultant is requested or becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process or under the provision of applicable law or regulation) to disclose any of the Confidential Information or the fact that the Confidential Information has been made available, it is agreed that Consultant will provide Company with prompt written notice of such request(s) so that Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event

EXHIBIT 10.2

that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of this Agreement, Consultant agrees to furnish only that portion of the Confidential Information which, based upon the advice of Consultant’s counsel, Consultant is compelled to disclose and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being disclosed.

5.     WORKS MADE FOR HIRE.

Consultant agrees and acknowledges that Company (or its designee) is the sole and exclusive owner of the rights to the results, fruit, proceeds and work product in connection with Consultant’s Services, this Agreement, or any services agreement with Company, including, but not limited to, all drawings, plans, original works of authorship, ideas, projects, scripts, artwork, software programs, applications, strategies, lay-outs, story boards, slogans, designs, reports and other documents, whether or not protected or capable of protection under the law of copyrights, trademarks, patents or trade secrets (collectively, “Work Product”). The Work Product shall upon creation become the property of Company, and all evidence thereof shall, without any compensation to Consultant, become the property of Company. All of the Work Product constitutes “work made for hire” as such term is defined in Section 101 of the U.S. Copyright Act of 1976 (U.S.C. 17 §101), as amended, such that all copyrights in such Work Product, in any and all media and through all forms of communication or transmission, whether presently known or hereafter developed, are the exclusive property of Company (or its designee). If for any reason any or all of the Work Product does not qualify as "work made for hire," Consultant is deemed to have hereby irrevocably, sold, assigned and transferred to Company all right, title and interest in and to the copyright(s) in such Work Product. Consultant agrees that it will require any third party whom Consultant retains to assist with or contribute to the Work Product to acknowledge in writing that Company has all rights, title and interest in the Work Product; and in the event it is determined that such third party has rights to the Work Product, said party will transfer such rights to Company without charge. Should Company desire to apply for or secure any copyright, trademark or trade name registration(s) or patent(s) on or related to any part(s) or all of the Work Product, Consultant will assist in securing such protection without any further compensation to Consultant.

6.    INDEMNIFICATION

Company agrees to fully release Consultant from, and to fully indemnify and defend Consultant against, any and all claims, damages, liabilities, costs and expenses, including reasonable outside counsel fees, arising from Consultant’s work related to the Services or the Company, except to the extent that any such claims, damages, liabilities, costs and expenses are due to Consultant’s intentional misconduct. Company shall add Consultant to Company’s insurance policies for coverage including but not limited to Company’s D&O insurance policy and E&O insurance policy.

7.    GOVERNING LAW AND ARBITRATION

(a)Choice of Law. The laws of the state of Maryland govern this Agreement (without giving effect to its conflicts of law principles).

(b)Arbitration. Consultant and Company each agree to submit any dispute or controversy arising out of or relating to this Agreement (a “Dispute”) exclusively to final and binding arbitration before a mutually agreeable and neutral arbitrator (provided, however, that in the event the Parties are unable to agree on an arbitrator, the arbitrator shall be appointed by the American Arbitration Association in accordance with its rules for employment disputes), by providing a written request to the other party within three (3) months following the event or occurrence giving rise to a Dispute. The arbitrator shall be bound by the qualifications and disclosure provisions and the procedures set forth in the 1989 Model Employment Arbitration Procedures of the American

EXHIBIT 10.2

Arbitration Association and shall order such discovery as is appropriate to the nature of the claim and necessary to the adjudication thereof. Arbitration proceedings shall be held in Baltimore County, Maryland. The arbitrator shall determine the prevailing party in the arbitration and the costs of the arbitration shall be paid by the non-prevailing party. Consultant and Company agree that this arbitration shall be the exclusive means of resolving any dispute or controversy arising out of or relating to this Agreement and that no other action will be brought by either party in any court or other forum. THIS AGREEMENT IS A WAIVER OF ALL RIGHTS TO A CIVIL COURT ACTION FOR ALL DISPUTES HEREUNDER; ONLY THE ARBITRATOR, NOT A JUDGE OR JURY, WILL DECIDE SUCH A DISPUTE.

8.    NOTICES.

(a)Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email with receipt.

(b)Addresses. A party shall address notices at the following addresses:

If to Company:	Sinclair, Inc.
	10706 Beaver Dam Road
	Cockeysville, MD 21030
	Attention: General Counsel
With a copy to:	[ ]
If to Consultant:	Lucy Rutishauser
	[ ]
With a copy to:	[ ]

9.NON-COMPETITION/NON-HIRE/NON-SOLICITATION.

(a)Consultant shall not, during the Term of this Agreement and for a period of six (6) months after termination of this Agreement for any reason directly or indirectly, participate in any activity involved in the ownership, operation, production, distribution, or monetization of any broadcast stations, that is, materially competitive with the Company or its subsidiaries. As used herein, “participate” means lending one’s name to, acting as a consultant or adviser for, being employed by, or in any capacity that involves providing services, expertise, or strategic input to such business or enterprise, unless approved by the Company.

(b)During the Term of this Agreement, and for twelve (12) months thereafter (regardless of the reason why this Agreement is terminated), Consultant will not directly or indirectly:

(1)hire, attempt to hire, or to assist any other person or entity in hiring or attempting to hire any employee of (i) Company or each of its direct and indirect parents, affiliates, subsidiaries, or (ii) any broadcast stations, cable networks and other businesses owned, operated, or programmed directly or indirectly by Company or its direct or indirect parents,

EXHIBIT 10.2

affiliates or subsidiaries ((i) and (ii) collectively, the “Sinclair Entities”) or any person who was an employee of any of the Sinclair Entities within the prior twelve (12) month period; or

(2)solicit, in competition with any of the Sinclair Entities, the business of any customer of any of the Sinclair Entities or any entity whose business any of the Sinclair Entities solicited during the twelve (12) months period prior to Consultant’s termination.

(c)Notwithstanding anything else contained in this Section 9, Consultant may at any time own, for investment purposes only, up to five percent (5%) of the stock of any publicly-held corporation whose stock is either listed on a national securities exchange if Consultant is not otherwise affiliated with such corporation.

(d)The six (6) and twelve (12) month time periods referred to in this Section 9 of this Agreement shall be tolled on a day-for-day basis for each day during which Consultant participates in any activity in violation of Section 9 of this Agreement so that Consultant shall be restricted from engaging in the conduct referred to in Section 9 of this Agreement for a full six (6) or twelve (12) months.

For purposes of this Section 9, “Designated Market Area” shall mean the designated market area (“DMA”) as defined by The Nielsen Company (or such other similar term as is used from time to time in the television broadcast community).

10.ASSIGNMENT.

This Agreement may not be assigned or delegated by Consultant without Company’s advance written consent, however, Consultant acknowledges and agrees that Company may assign this Agreement and its rights and obligations under this Agreement to an affiliate or subsidiary of Company or to a third party in connection with a Company Transaction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

11.AUTHORITY.

Company represents and warrants that Company has all necessary authority and approvals to execute, deliver and perform this Agreement and upon execution and delivery by Consultant, this Agreement will be a legally binding obligation of Company enforceable in accordance with its terms.

12.MISCELLANEOUS.

This Agreement constitutes the final agreement of the parties, and cannot be amended or changed except by a written amendment signed by authorized representatives of both parties. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. For clarity, nothing in this Agreement shall reduce or impact any payments owed to Consultant or obligations of Consultant pursuant to Consultant’s prior Employment Agreement with Company and/or its subsidiaries. If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions

EXHIBIT 10.2

would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable.

13.CONTRA PROFERENTEM CLAUSE: Rule of Interpretation:

This Agreement has been negotiated by the parties and in the event of any dispute concerning its meaning or interpretation, the provisions shall not be construed against either party as the drafter.

EXHIBIT 10.2

IN WITNESS WHEREAS, the parties have executed this Agreement as of the date noted below.

COMPANY:		CONSULTANT:
Sinclair, Inc.		LMR Board Service & Advisory LLC
A Maryland Corporation
By:	/s/ Christopher Ripley	By:	/s/ Lucy Rutishauser
Name:	Christopher Ripley	Name:	Lucy A. Rutishauser
Title:	CEO
Date:	10/1/2025	Date:	10/1/2025

9

Document

EXHIBIT 10.3

RECEIVABLES FINANCING AGREEMENT

Dated as of November 6, 2025

by and among

SINCLAIR FINANCE SPV, LLC,

as Borrower,

THE PERSONS FROM TIME TO TIME PARTY HERETO,

as Lenders,

WELLS FARGO BANK, N.A.,

as Administrative Agent,

and

SINCLAIR TELEVISION GROUP, INC.,

as initial Master Servicer

TABLE OF CONTENTS    Page

ARTICLE I    DEFINITIONS    1

SECTION 1.01. Certain Defined Terms    1

SECTION 1.02. Other Interpretative Matters    36

SECTION 1.03. Accounting Terms; GAAP    37

ARTICLE II    TERMS OF THE LOANS    37

SECTION 2.01. Loan Facility    37

SECTION 2.02. Making Loans; Repayment of Loans    38

SECTION 2.03. Interest and Fees    40

SECTION 2.04. Records of Loans and Principal    40

SECTION 2.05. Defaulting Lenders    40

ARTICLE III    [RESERVED]    41

ARTICLE IV    SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS    41

SECTION 4.01. Settlement Procedures    41

SECTION 4.02. Payments and Computations, Etc    44

ARTICLE V    INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY AND BACK-UP SECURITY INTEREST    45

SECTION 5.01. Increased Costs.    45

SECTION 5.02. [Reserved].    47

SECTION 5.03. Taxes.    47

SECTION 5.04. Circumstances Affecting Benchmark Availability; Change in Legality    51

SECTION 5.05. Security Interest    52

SECTION 5.06. Benchmark Replacement Setting    53

ARTICLE VI    CONDITIONS TO EFFECTIVENESS AND LOANS    57

SECTION 6.01. Conditions Precedent to Effectiveness and the Initial Credit Extension    57

SECTION 6.02. Conditions Precedent to All Credit Extensions    57

SECTION 6.03. Conditions Precedent to All Releases    58

ARTICLE VII    REPRESENTATIONS AND WARRANTIES    59

SECTION 7.01. Representations and Warranties of the Borrower    59

SECTION 7.02. Representations and Warranties of the Master Servicer    66

ARTICLE VIII    COVENANTS    73

SECTION 8.01. Covenants of the Borrower    73

-i-

SECTION 8.02. Covenants of the Master Servicer    82

SECTION 8.03. Separate Existence of the Borrower    90

ARTICLE IX    ADMINISTRATION AND COLLECTION OF RECEIVABLES    94

SECTION 9.01. Appointment of the Master Servicer    94

SECTION 9.02. Duties of the Master Servicer.    95

SECTION 9.03. Collection Account Arrangements    95

SECTION 9.04. Enforcement Rights.    96

SECTION 9.05. Responsibilities of the Borrower.    97

SECTION 9.06. Servicing Fee    98

SECTION 9.07. Excluded Obligors.    98

SECTION 9.08. Unbilled Receivables.     99

ARTICLE X    EVENTS OF TERMINATION    99

SECTION 10.01. Events of Termination    99

ARTICLE XI    THE ADMINISTRATIVE AGENT    103

SECTION 11.01. Authorization and Action    103

SECTION 11.02. Administrative Agent’s Reliance, Etc    103

SECTION 11.03. Administrative Agent and Affiliates    104

SECTION 11.04. Indemnification of Administrative Agent    104

SECTION 11.05. Delegation of Duties    104

SECTION 11.06. Action or Inaction by Administrative Agent    104

SECTION 11.07. Notice of Events of Termination; Action by Administrative Agent    105

SECTION 11.08. Non-Reliance on Administrative Agent and Other Parties    105

SECTION 11.09. Successor Administrative Agent.    105

SECTION 11.10. Erroneous Payments.    106

ARTICLE XII    [RESERVED]    108

ARTICLE XIII    INDEMNIFICATION    108

SECTION 13.01. Indemnities by the Borrower    108

SECTION 13.02. Indemnification by the Master Servicer    111

ARTICLE XIV    MISCELLANEOUS    114

SECTION 14.01. Amendments, Etc    114

SECTION 14.02. Notices, Etc    115

SECTION 14.03. Assignability; Addition of Lenders    115

SECTION 14.04. Costs and Expenses    118

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SECTION 14.05. No Proceedings; Limitation on Payments    119

SECTION 14.06. Confidentiality.    119

SECTION 14.07. GOVERNING LAW    120

SECTION 14.08. Execution in Counterparts    120

SECTION 14.09. Integration; Binding Effect; Survival of Termination    121

SECTION 14.10. CONSENT TO JURISDICTION    122

SECTION 14.11. WAIVER OF JURY TRIAL    122

SECTION 14.12. Ratable Payments    122

SECTION 14.13. Limitation of Liability    122

SECTION 14.14. Intent of the Parties    123

SECTION 14.15. USA PATRIOT Act    123

SECTION 14.16. Right of Setoff    123

SECTION 14.17. Severability    124

SECTION 14.18. Mutual Negotiations    124

SECTION 14.19. Captions and Cross References    124

SECTION 14.20. Acknowledgement Regarding Any Supported QFCs    124

SECTION 14.21. Post-Closing Covenant.    125

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EXHIBITS

EXHIBIT A        –    Form of Loan Request

EXHIBIT B        –    Form of Reduction Notice

EXHIBIT C        –    Form of Assignment and Acceptance Agreement EXHIBIT D        –    Form of Assumption Agreement EXHIBIT E        –    Form of Excluded Obligor Request EXHIBIT F        –    Subject Filings EXHIBIT G        –    Form of Monthly Report EXHIBIT H        –    Form of Compliance Certificate EXHIBIT I        –    Closing Memorandum

EXHIBIT J        –    Form of Weekly Report

SCHEDULES

SCHEDULE I        –    Commitments SCHEDULE II    –    Lock-Boxes, Collection Accounts, Collection Account Banks, Originator Accounts and Originator Account Banks

SCHEDULE III    –    Notice Addresses

SCHEDULE IV    –    Excluded Obligors

SCHEDULE V    –    Lender’s Account

SCHEDULE VI    –    Special Obligors

-iv-

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 6, 2025 by and among the following parties:

(i)    SINCLAIR FINANCE SPV, LLC, a Delaware limited liability company, as Borrower (together with its successors and assigns, the “Borrower”);

(ii)    the Persons from time to time party hereto as Lenders;

(iii)    WELLS FARGO BANK, N.A. (“Wells”), as Administrative Agent; and

(iv)    SINCLAIR TELEVISION GROUP, INC., a Maryland corporation, in its individual capacity (“Sinclair”) and as initial Master Servicer (in such capacity, together with its successors and assigns in such capacity, the “Master Servicer”).

PRELIMINARY STATEMENTS

The Borrower has acquired, and will acquire from time to time, Receivables from the Originator(s) pursuant to the Sale Agreement. The Borrower has requested that the Lenders make Loans from time to time to the Borrower, on the terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables.

In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Adjusted Dilution Ratio” means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most recently ended.

“Administrative Agent” means Wells, in its capacity as contractual representative for the Credit Parties, and any successor thereto in such capacity appointed pursuant to Article XI or Section 14.03(f).

“Adverse Claim” means any claim of ownership or any Lien; it being understood that any such claim or Lien in favor of, or assigned to, the Administrative Agent (for the benefit of the Secured Parties) under the Transaction Documents shall not constitute an Adverse Claim.

“Advertiser Obligor” means with respect to a Receivable, any Obligor that is the related advertiser under the related Contract, including, if applicable, as set forth on the related invoice.

“Advisors” has the meaning set forth in Section 14.06(c).

“Affected Person” means each Credit Party and each of their respective Affiliates.

“Affiliate” shall mean, with respect to a Person, any other Person that directly or indirectly through one or more intermediaries Controls, or is Controlled by or is otherwise under common Control with the Person specified.

“Affiliate Collections” means, with respect to any Affiliate Receivable: (a) all funds that are received by any Originator, the Borrower, the Master Servicer or any other Person on their behalf in payment of any amounts owed or payable in respect of such Affiliate Receivable (including purchase price, service charges, finance charges, interest fees and all other charges), or applied to amounts owed or payable in respect of such Affiliate Receivable (including insurance payments, proceeds of drawings under supporting letters of credit and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related obligor or any other Person directly or indirectly liable for the payment of such Affiliate Receivable and available to be applied thereon) and (b) all other proceeds of such Affiliate Receivable.

“Affiliate Receivable” means any account receivable or other right to payment from a Person, whether constituting an account, chattel paper, payment intangible, instrument or a general intangible, in each case, arising from the sale of goods or rights (including rights under licenses and copyrights), provided or to be provided, or provision of services, rendered or to be rendered, by any Affiliate of an Originator (but not by an Originator or Borrower).

“Agency Letter” means, with respect to any Agency Receivable, an agency of record letter, agency authorization, buying authorization or other similar agreement or document delivered or acknowledged by the related Advertiser Obligor to the Master Servicer or any other Sinclair Party (including the Master Servicer’s standard terms and conditions for such an arrangement) that designates the related Agency Obligor as having valid, actual authority to enter into the related Contract and bind such Advertiser Obligor to the terms thereof.

“Agency Obligor” means with respect to an Agency Receivable, the agent or licensee of the related Advertiser Obligor.

“Agency Receivable” means any Receivable that has one or more Advertiser Obligors and the related Agency Obligor is contractually liable (via payment, guaranty or similar obligation) for payment of such Receivable.

“Aggregate Contra Account Amount” means, at any time of determination, the aggregate Contra Account Amount of all Obligors at such time.

“Aggregate Interest” means, at any time of determination, the aggregate accrued and unpaid Interest on the Loans of all Lenders at such time.

“Aggregate Principal” means, at any time of determination, the aggregate outstanding Principal of all Lenders at such time.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Alternative Base Rate” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the highest of:

(a)    the Prime Rate;

(b)    0.50% per annum above the latest Federal Funds Rate; and

(c)    1.00% per annum above Daily One Month Term SOFR.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Sinclair Party or any of its Subsidiaries or Affiliates from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to any Sinclair Party or any of its Subsidiaries or Affiliates related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Law” means, as to any Person, all statutes, laws, ordinances, rules and regulations of any Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject, including, without limitations, the Communications Laws.

“Applicable Margin” means 1.25% per annum.

“Approved Originator Account” means, as of any date of determination, each Originator Account that satisfies each of the following conditions: (i) such Originator Account is owned by an Originator free and clear of any Adverse Claim (other than any Permitted Adverse Claim), (ii) all Collections received in such Originator Account are then being directly transferred to a Collection Account within five Business Days (or if a Level I Notice Event has occurred and is continuing, three Business Days) following receipt thereof in such Originator Account and (iii) no Originator Account Bank is then exercising any setoff rights or otherwise foreclosing upon such Originator Account.

“Approved Originator Account Lock-Box” means each Originator Account Lock-Box for which all payments mailed thereto are being deposited directly in an Originator Account.

“Assignment and Acceptance Agreement” means an assignment and acceptance agreement entered into by a Lender, an Eligible Assignee and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.

“Assumption Agreement” has the meaning set forth in Section 14.03(i).

“Attorney Costs” means and includes all reasonable and documented fees, costs, expenses and disbursements of any law firm or other external counsel (limited to one legal counsel and, if necessary, one form of local counsel in each appropriate jurisdiction).

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time.

“Barter Receivable” means a Receivable entered into in connection with a barter or trade agreement in which the Originator or an Affiliate thereof shall receive products, promotional items, meals, sporting tickets or other tangible or intangible items (other than U.S. Dollars) as payment.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

“Billed Receivable” means, at any time, either (i) any Receivable as to which the invoice or bill with respect thereto has been sent to an Obligor thereof, (ii) any Eligible Retransmission Receivable or (iii) any Eligible Distribution Receivable.

“Board of Directors” means, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers of such person, (c) in the case of any partnership, the board of directors of the general partner of such person and (d) in any other case, the functional equivalent of the foregoing.

“Borrower” has the meaning specified in the preamble to this Agreement.

“Borrower Indemnified Amounts” has the meaning set forth in Section 13.01(a).

“Borrower Indemnified Party” has the meaning set forth in Section 13.01(a).

“Borrower Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to any Credit Party, Borrower Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all Principal and Interest on the Loans, all Fees and all other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Borrower (in each case whether or not allowed as a claim in such proceeding).

“Borrower’s Net Worth” means, at any time of determination, an amount equal to (i) the Outstanding Balance of all Pool Receivables at such time, minus (ii) the sum of (A) the Aggregate Principal at such time, plus (B) the Aggregate Interest at such time, plus (C) the aggregate accrued and unpaid Fees at such time, plus (D) the aggregate outstanding principal

balance of all Subordinated Notes at such time, plus (E) the aggregate accrued and unpaid interest on all Subordinated Notes at such time, plus (F) without duplication, the aggregate accrued and unpaid other Borrower Obligations at such time.

“Borrowing Base” means, at any time of determination, the amount equal to (a) the Net Pool Balance at such time, minus (b) the Required Reserve at such time.

“Borrowing Base Deficit” means, at any time of determination, the amount, if any, by which (a) the Aggregate Principal at such time, exceeds (b) the lesser of (x) the Borrowing Base at such time and (y) the Facility Limit at such time.

“Broadcast Issue Receivable” means any Short-Pay Receivable for which the Master Servicer reasonably expects the full Outstanding Balance thereof will not be collected as a result of a known broadcast issue or other failure on the part of the related Originator to perform its related obligations in full.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close.

“Calculation Period” means each calendar month.

“Capital Stock” means, with respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests.

“Certificate of Formation” means the Certificate of Formation of the Borrower filed with the Delaware Secretary of State on August 11, 2025.

“Change in Control” means the occurrence of any of the following:

(a)    Sinclair ceases to own, directly, 100% of the issued and outstanding Capital Stock of the Borrower free and clear of all Adverse Claims (other than any Permitted Adverse Claim);

(b)    Parent ceases to own, directly or indirectly, 100% of the issued and outstanding Capital Stock of any Originator or the Master Servicer;

(c)    any Subordinated Note shall at any time cease to be owned by an Originator, free and clear of all Adverse Claims (other than (i) Permitted Adverse Claims and (ii) any Adverse Claim in favor of any secured party under any Sinclair Debt but only so long as such secured party is not foreclosing on or otherwise challenging the enforceability of any Subordinated Note or any provision thereof); or

(d)    the occurrence of any “Change in Control” under and as defined in the Sinclair Credit Agreement (as in effect on the Closing Date and without giving effect to any amendment, restatement, supplement, modification, waiver or termination thereof

unless (A) the Majority Lenders (or an Affiliate thereof) and the Administrative Agent (or an Affiliate thereof) are a party to the Sinclair Credit Agreement as of the effective date thereof and (B) such amendment, restatement, supplement, modification or waiver was consummated in accordance with the terms of the Sinclair Credit Agreement).

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to the agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (as amended, supplemented or otherwise modified or replaced from time to time), shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Closing Date” means November 6, 2025.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Collateral” has the meaning set forth in Section 5.05(a).

“Collection Account” means each account specified on Schedule II hereto (in each case, in the name of the Borrower) and maintained at a bank or other financial institution acting as a Collection Account Bank pursuant to a Control Agreement for the purpose of receiving Collections.

“Collection Account Bank” means, at any time, any bank at which a Collection Account or Collection Account Lock-Box is maintained.

“Collection Account Lock-Box” means each locked postal box with respect to which a Collection Account Bank has executed a Control Agreement pursuant to which it has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is specified on Schedule II.

“Collections” means, with respect to any Pool Receivable: (a) all funds that are received by any Originator, the Borrower, the Master Servicer or any other Person on their behalf in payment of any amounts owed or payable in respect of such Pool Receivable (including purchase price, service charges, finance charges, interest, fees and all other charges), or applied to amounts owed or payable in respect of such Pool Receivable (including insurance payments, proceeds of drawings under supporting letters of credit and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to be applied

thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect to such Pool Receivable and (d) all other proceeds of such Pool Receivable.

“Commingling Ratio” means, with respect to any Calculation Period, a fraction (expressed as a percentage), (a) the numerator of which is the aggregate amount of all funds that do not constitute Collections on Pool Receivables (excluding funds that represent Political Advertisement Deposit Balances that were removed from the Collection Accounts within two (2) Business Days of receipt therein) which were deposited into the Collection Accounts during such Calculation Period and (b) the denominator of which is the aggregate amount of all funds which were deposited into the Collection Accounts during such Calculation Period (excluding funds that represent Political Advertisement Deposit Balances that were removed from the Collection Accounts within two (2) Business Days of receipt therein).

“Commitment” means, with respect to any Lender and any date of determination, the maximum aggregate amount of Principal which such Person is obligated to pay hereunder on account of all Loans, on a combined basis, as set forth on Schedule I or in the Assignment and Acceptance Agreement, Assumption Agreement or other agreement pursuant to which it became a Lender, as such amount may be (i) modified in connection with any subsequent assignment pursuant to Section 14.03 or in connection with a reduction in the Facility Limit pursuant to Section 2.02(e) or (ii) increased pursuant to Section 2.02(g). If the context so requires, “Commitment” also refers to a Lender’s obligation to fund Loans hereunder in accordance with this Agreement.

“Communications Act” shall mean the Communications Act of 1934, as amended, and any similar or successor federal statute.

“Communications Laws” shall mean the Communications Act and the FCC Regulations, as each may be in effect from time to time.

“Compliance Certificate” means a certificate, in substantially the form of Exhibit H.

“Concentration Percentage” means, at any time, (a) with respect to any single Special Obligor and its Affiliates (if any), the “Concentration Percentage” set forth opposite such Special Obligor in the definition of “Special Obligor” hereunder and (b) with respect any single Obligor (other than a Special Obligor) and its Affiliates (if any), the applicable concentration percentage shall be determined as follows for such Obligors who have short term unsecured debt ratings currently assigned to them by S&P and Moody’s (or in the absence thereof, the equivalent long term unsecured senior debt ratings):

Group	S&P Rating	Moody’s Rating	Concentration Percentage
Group A Obligor	A-1+ or AAA	P-1 or Aaa	20.00%
Group B Obligor	A-1 or between A+ and AA+	P-1 or between A1 and Aa1	20.00%
Group C Obligor	A-2 or between BBB+ and A	P-2 or between Baa1 and A2	12.00%
Group D Obligor	A-3 or between BBB- and BBB	P-3 or between Baa3 and Baa2	6.00%
Group E Obligor	Below A-3 or Not Rated by either S&P or Moody’s or below BBB-	Below P-3 or Not Rated by either S&P or Moody’s or below Baa3	(i) 12.00% in the aggregate for the Top Four Group E Obligors and their Affiliates considered collectively and (ii) otherwise, 3.00%

;provided, however, that if any Obligor is a Non-Rated Obligor, the applicable Concentration Percentage shall be the one set forth in the last line of the table above; provided, further, that if any Obligor has split ratings from S&P and Moody’s, then such Obligor and its Affiliates (if any) shall be deemed to have only the lower of the two ratings for the purpose of determining of which Group such Obligor is a member in accordance with the table above; provided, further, however, that if any Obligor has a rating from only one of S&P and Moody’s, then the applicable Concentration Percentage for such Obligor and its Affiliates (if any) shall be determined based solely on such single rating.

“Conforming Changes” means, with respect to either the use or administration of Daily One Month Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternative Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “Interest Period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 5.04 or Section 5.06 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Contra Account Amount” means, at any time of determination and with respect to any Obligor, an amount equal to the lesser of (a) the Contra Amount at such time with respect to such Obligor, if any, and (b) the aggregate Outstanding Balance of all Pool Receivables that are Eligible Receivables, an Obligor of which is such Obligor.

“Contra Amount” means at any time of determination and with respect to any Obligor, the aggregate amounts of indebtedness and other obligations owed to such Obligor and its Affiliates by any Originator or any of its Affiliates.

“Contract” means, with respect to any Receivable, any and all contracts, instruments, agreements, licensing agreements, leases, invoices, notes or other writings pursuant to which such Receivable arises or that evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have the meanings correlative thereto.

“Control Agreement” means an agreement, in form reasonably acceptable to the Administrative Agent, in which a Collection Account Bank agrees to take instructions from the Administrative Agent, either directly or as assignee of Borrower, with respect to the disposition of funds in a Collection Account without further consent of any applicable Sinclair Party.

“Credit and Collection Policy” means, as the context may require, those receivables credit and collection policies and practices of the Originators in effect on the Closing Date and a copy of which was delivered to the Administrative Agent on or prior to the Closing Date as an attachment to the Master Servicer’s officer certificate, as modified in compliance with this Agreement.

“Credit Extension” means the making of any Loan.

“Credit Party” means each Lender and the Administrative Agent.

“Cut-Off Date” means, on any date of determination, the last day of the Calculation Period then most recently ended.

“Daily One Month Term SOFR” means, for any day, the Term SOFR Reference Rate for a tenor of one-month on such day, or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day (such day, the “Daily One Month Term SOFR Determination Day”), as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Daily One Month Term SOFR Determination Day the Term SOFR Reference Rate for one month has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Daily One Month Term SOFR will be the Term SOFR Reference Rate for one month as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for one month was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Daily One Month Term SOFR Determination Day; provided, further, that if Daily One Month Term SOFR determined as provided above (including pursuant to the proviso above) shall ever be less than the Floor, then Daily One Month Term SOFR shall be deemed to be the Floor.

“Days Sales Outstanding” means, as of any day, an amount equal to the product of (a) 91, multiplied by (b) the amount obtained by dividing (i) the aggregate Outstanding Balance of all Pool Receivables as of the most recent Cut-Off Date, by (ii) the aggregate amount of Pool Receivables originated during the three (3) Calculation Periods including and immediately preceding such Cut-Off Date.

“Debt” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred and unpaid purchase price of property or services (excluding trade accounts or similar obligations payable in the ordinary course of business or consistent with industry or past practice, and any earn-out obligation until such earn-out obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid or satisfied within 120 days after being due and payable), (e) all Debt of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed, (f) all Guarantees by such Person of Debt of others, (g) all Financing Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) Non-Financing Lease Obligations. All guarantees in respect of Debt specified in clause (a) through (c) of this definition (other than any exclusion therefrom) of another Person shall be included.

“Deemed Collections” has the meaning set forth in Section 4.01(d)(ii).

“Default Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the sum of (x) aggregate sales generated by the Originators during the last four (4) months ending on such Cut-Off Date, plus (y) 50% of the aggregate sales generated by the Originators during the fifth most recently ended month, by (ii) the Net Pool Balance as of such Cut-Off Date.

“Default Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (a) the total amount of Pool Receivables which became Defaulted Receivables during the Calculation Period that includes such Cut-Off Date, by (b) the aggregate sales generated by the Originators during the Calculation Period occurring six (6) months prior to the Calculation Period ending on such Cut-Off Date.

“Defaulted Receivable” means a Receivable:

(a)    as to which any Obligor thereof has suffered an Insolvency Proceeding that has occurred and is continuing;

(b)    which, consistent with the Credit and Collection Policy, should be written off as uncollectible;

(c)    that has been written off the applicable Originator’s or the Borrower’s books as uncollectible; or

(d)    as to which any payment, or part thereof, remains unpaid for 151-180 days from the original invoice date (or in the case of an Eligible Retransmission Receivable or an Eligible Distribution Receivable, following the last day of the month in which the related programming was broadcast or permitted to be broadcast) for such Receivable.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans (or the Principal thereof) or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its obligations to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) receipt of such written confirmation by the Administrative Agent and the Borrower, or (d) has, or has a direct or indirect parent company that has become the subject of an Insolvency Proceeding; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Delinquency Ratio” means, as of any Cut-Off Date, a percentage equal to (a) the aggregate Outstanding Balance of all Pool Receivables that were Delinquent Receivables at such time, divided by (b) the aggregate Outstanding Balance of all Pool Receivables at such time.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 121 days or more from the original billing date for such Receivable.

“Deposit Balance” means, as of any date of determination, the aggregate amount of security deposits and other deposits (including amounts that constitute refunds owed to the Obligors and, in respect of Political Advertisement Receivables, cash in advance payments) received by or on behalf of the Obligors that are then being held by the Originators and Affiliates thereof (or any agent thereof on their behalf).

“Dilution” has the meaning set forth in Section 4.01(d).

“Dilution Horizon Ratio” means, as of any Cut-Off Date, a ratio (expressed as a decimal), computed by dividing (a) the aggregate sales generated by the Originators during the last three (3) months ending on such Cut-Off Date, by (b) the Net Pool Balance as of such Cut-Off Date. Within thirty (30) days of the completion and the receipt by the Administrative Agent of the results of any annual audit or field exam of the Receivables and the servicing and origination practices of the Master Servicer and the Originators, to the extent such audit or exam demonstrates that the actual horizon has been different than that set forth in the numerator of the Dilution Horizon Ratio set forth above, the numerator of the Dilution Horizon Ratio may be adjusted by the Administrative Agent in its reasonable discretion to better reflect the actual horizon determined in such audit or exam upon not less than ten (10) Business Days’ notice to the Borrower.

“Dilution Ratio” means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (a) the total amount of decreases in Outstanding Balances due to Dilution during the Calculation Period ending on such Cut-Off Date, by (b) the aggregate sales generated by the Originators during the Calculation Period ending one (1) month prior to such Cut-Off Date.

“Dilution Reserve” means, for any Calculation Period, the product (expressed as a percentage) of: (a) the sum of (i) the Stress Factor, times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) the Dilution Volatility Component as of the immediately preceding Cut-Off Date, times (b) the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.

“Dilution Volatility Component” means, at any time, the product (expressed as a percentage) of (i) the difference between (a) the highest three-month rolling average Dilution Ratio over the 12-month period then most recently ended and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated in (i)(b) of this definition.

“Distribution Receivable” means, at any time of determination, any Receivable constituting fees owing based upon a contractually-determined monthly rate per subscriber based upon such subscriber’s usage of the applicable signal or network.

“Domestic Subsidiary” shall mean any Subsidiary organized under the laws of any political subdivision of the United States.

“Dynamic Reserve” means the sum of the Loss Reserve, the Interest Reserve, the Dilution Reserve and the Servicing Reserve.

“Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Eligible Assignee” means (i) any Lender or any of its Affiliates, (ii) any Person managed by a Lender or any of its Affiliates and (iii) any other financial institution, but in any event excluding any Defaulting Lender and any Sinclair Competitor.

“Eligible Distribution Receivable” means, at any time of determination, any Distribution Receivable for which the related Contract provides an obligation of the related Obligor to remit payments with respect to such Receivable (without the obligation to provide an invoice) within a specified time period after the month in which the related signal or network was used by the applicable monthly subscriber.

“Eligible Receivable” means, at any time of determination, a Pool Receivable:

(a)    each Obligor of which (i) is not a Sanctioned Person, (ii) is not an Affiliate of any Sinclair Party, (iii) is domiciled in the United States of America or Canada, (iv) is not a natural person, (v) is not a revolving lender under the Sinclair Credit Agreement and (vi) has provided the Master Servicer with a billing address located in the United States of America;

(b)    which is not (i) a Defaulted Receivable, (ii) a Delinquent Receivable, (iii) a Barter Receivable, (iv) an Employee Receivable, (v) a Broadcast Issue Receivable, (vi) subject to any sales tax or other Tax owing by an Obligor that is included on any invoice for such Pool Receivable, (vii) an Excluded Receivable, (viii) a Quebec Receivable or (ix) owing from an Obligor as to which more than 50% of the aggregate Outstanding Balance of all Billed Receivables owing from such Obligor are either Delinquent Receivables or Defaulted Receivables;

(c)    which is due within 90 days of the original invoice date therefor (or solely in the case of an Eligible Retransmission Receivable or an Eligible Distribution Receivable, 90 days following the last day of the month in which the related programming was broadcast or permitted to be broadcast);

(d)    which (i) is an “account” or a “payment intangible” as defined in section 9-102 of the UCC of all applicable jurisdictions and is not evidenced by “chattel paper”, “promissory notes” or other “instruments” as defined in section 9-102 of the UCC of all applicable jurisdictions, (ii) does not constitute, or arise from the sale of, as-extracted collateral (as defined in the UCC of any applicable jurisdiction), (iii) has not arisen from an agreement regulated by consumer credit legislation of any kind, (iv) has not been sent to an outside collection agency, (v) does not represent Finance Charges and (vi) is not subject to a payment plan or otherwise payable in installments;

(e)    for which either (i) the invoice therefor has been delivered to the related Obligor or (ii) such Receivable is an Eligible Unbilled Receivable, an Eligible Retransmission Receivable or an Eligible Distribution Receivable;

(f)    which is denominated and required to be paid only in U.S. Dollars directly to either (i) a Collection Account Lock-Box or Collection Account located in the United States that is subject to a Control Agreement or (ii) an Approved Originator Account Lock-Box or Approved Originator Account located in the United States;

(g)    which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of each of the related Obligors enforceable against such Obligors in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or

other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

(h)    which arises under a Contract that (i) is governed by the law of the United States or any State thereof, (ii) contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or rights (including rights under licenses and copyrights) or the provision of services by the applicable Originator, (iii) remains in full force and effect, (iv) that does not prohibit the transfer, sale or assignment of the related Receivable or any proceeds thereof (other than any such requirement that is ineffective under Article 9 of any applicable UCC) and (v) that does not require any Obligor thereunder to consent to any transfer, sale or assignment of the related Receivable or any proceeds thereof;

(i)    which, together with the Contract related thereto, does not contravene in any material respect any Applicable Law, rule or regulation applicable thereto (including, without limitation, Sanctions, usury laws, the Federal Truth in Lending Act, and Regulation Z, Regulation D and Regulation B of the Federal Reserve Board, and applicable judgments, decrees, injunctions, writs, orders, or line of action of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation;

(j)    which satisfies in all material respects all applicable requirements of the Credit and Collection Policy;

(k)    which together with the Contract and Related Security related thereto, has not been modified, waived or restructured since its creation, except as permitted pursuant to Section 9.02;

(l)    which was generated in the ordinary course of the applicable Originator’s business;

(m)    which arises solely from the arm’s-length sale of goods or rights (including rights under licenses and copyrights) or the provision of services to the related Obligor by the applicable Originator, and not by any other Person that is not an Originator (in whole or in part);

(n)    which is not subject to (A) any right of rescission or set-off, or (B) any currently asserted dispute, counterclaim or other defense (including defenses arising out of violation of usury laws) or any other Lien of the applicable Obligor against the applicable Originator (i.e., the Obligor with the right, claim or defense has such right claim or defense directly against the Originator rather than against an Affiliate of such Originator), and no Obligor thereon holds no right as against the applicable Originator to cause such Originator to repurchase the goods or merchandise the sale of which gave rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract); provided, however, that if such rescission, set-off, dispute, counterclaim, defense or

repurchase right affects only a portion of the Outstanding Balance of such Receivable, then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected (i.e., the amount of the outstanding claim or the amount the Obligor is entitled to set-off against the applicable Originator based on the amount which such Originator owes the applicable Obligor) would be netted against the applicable Receivable, but the excess of the Receivable over such outstanding claim or set-off would be included as an Eligible Receivable);

(o)    as to which the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it (including delivery of any related goods or merchandise and fully performing any related services), and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor;

(p)    as to which all right, title and interest to and in which has been validly transferred by the applicable Originator to Borrower pursuant to the Sale Agreement, and Borrower has good and marketable title thereto free and clear of any Adverse Claim (other than any Permitted Adverse Claim);

(q)    for which the related invoice does not include any Excluded Receivable;

(r)    for which neither the related Originator nor any Affiliate thereof is holding any Deposit Balances, Political Advertisement Deposit Balances or other deposits received by or on behalf of the related Obligor; provided that only the portion of such Receivable in an amount equal to such Deposit Balances, Political Advertisement Deposit Balances or other deposits shall be ineligible;

(s)    for which no Sinclair Party has established any offset or netting arrangements with the related Obligor in connection with the ordinary course of payment of such Receivable;

(t)    which does not relate to the sale of any consigned goods or finished goods which have incorporated any consigned goods into such finished goods;

(u)    [reserved];

(v)    [reserved];

(w)    as to which the Administrative Agent has not notified the Borrower at least 30 days in advance that the Administrative Agent has determined, in its Permitted Discretion based on the findings from any audit or field exam of the Receivables received after the Closing Date and which findings were not included in any audit or field exam received prior to the Closing Date, that such Receivable (or class of Receivables) or Obligor of such Receivable represents an unacceptable risk for funding hereunder either (i) because of credit risk with respect thereto or (ii) because the existence thereof or the accuracy of the reporting of the balance thereof is unable to be confirmed;

(x)    which if an Agency Receivable, the Master Servicer or any other Sinclair Party has received (i) an Agency Letter from or on behalf of the related Advertiser Obligor specifying the related Agency Obligor and such Agency Letter is in full force and effect and has not been rescinded and (ii) a payment guaranty or similar agreement from the related Agency Obligor to the effect that it is liable for payment of such Receivable; and

(y)    which is generated from the sale of (i) airtime for advertisements or (ii) rights to retransmit over-the-air broadcast signal.

“Eligible Retransmission Receivable” means, at any time of determination, any Retransmission Receivable for which the related Contract provides an obligation of the related Obligor to remit payments with respect to such Receivable (without the obligation to provide an invoice) within a specified time period after the month in which the related programming was broadcast or permitted to be broadcast by the related cable or satellite or similar provider.

“Eligible Unbilled Receivable” means, at any time of determination, any Unbilled Receivable if (a) the related Originator has recognized the related revenue on its financial books and records under GAAP, (b) not more than thirty (30) calendar days have expired since the day that such Unbilled Receivable arose, (c) it represents amounts that have been fully earned in accordance with the terms of the related Contract and is a legal, valid and binding payment obligation of the related Obligor that is enforceable against such Obligor, (d) the related Originator maintains records and systems that allows for the frequent tracking and monitoring of such Unbilled Receivable, (e) solely for purposes of reporting in any Weekly Report, Section 9.08 of this Agreement has been satisfied and (f) such Receivable will be due within 90 calendar days of the date such Receivable ceases to be an Unbilled Receivable.

“Employee Receivable” means a Receivable owing by an employee of any Originator or any Affiliate thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Sinclair Party, is treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived; (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 or Section 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412 of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) the incurrence by a Sinclair Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by a Sinclair Party or any ERISA Affiliate

from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the incurrence by a Sinclair Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan (including any liability under Section 4062(e) of ERISA) or Multiemployer Plan; or (h) the receipt by a Sinclair Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Sinclair Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is insolvent, within the meaning of Title IV of ERISA, or in endangered or critical status, within the meaning of Section 305 of ERISA.

“Erroneous Payment” has the meaning assigned thereto in Section 11.10(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto in Section 11.10(d).

“Erroneous Payment Return Deficiency” has the meaning assigned thereto in Section 11.10(d).

“Event of Termination” has the meaning specified in Section 10.01. For the avoidance of doubt, any Event of Termination that occurs shall be deemed to be continuing at all times thereafter unless and until waived in accordance with Section 14.01.

“Excess Concentration” means, as of any date, the sum of the following amounts, without duplication:

(a)    the sum of the amounts calculated for each of the Obligors equal to the excess (if any) of (i) the aggregate Outstanding Balance of the Eligible Receivables of such Obligor then in the Receivables Pool, over (ii) the product of (x) such Obligor’s Concentration Percentage, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(b)    the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool that constitute Eligible Unbilled Receivables, over (ii) the product of (x) 30.0%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(c)    the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool, any Obligor of which is a Governmental Authority, over (ii) the product of (x) 2.0%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(d)    the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool, any Obligor of which has been instructed to remit payment with respect thereto to an Originator Account, over (ii) the product of (x) 20.0% (or (A) if such date of determination is prior to the date that is 120 days following the Closing Date and no Level I Notice Event has occurred and is continuing, 50.0% or (B) if a Level I Notice Event has occurred and is continuing, 12.0%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(e)    the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool that constitute VIE Receivables, over (ii) $30,000,000 (or (x) if such date of determination is 120 days or more following the Closing Date and no Level II Notice Event has occurred and is continuing, $5,000,000 or (y) if a Level II Notice Event has occurred and is continuing, $0); plus

(f)    the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool, any Obligor of which is domiciled in Canada, over (ii) the product of (x) 2.0%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool.

“Exchange Act” means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.

“Excluded Obligor” means each Person listed on Schedule IV, as it may be amended from time to time in compliance with the requirements set forth in Section 9.07 of this Agreement.

“Excluded Obligor Date” means, with respect to each Excluded Obligor, the applicable date designated as such in the related Excluded Obligor Request.

“Excluded Obligor Request” means a request, in substantially the form of Exhibit E to this Agreement, made by or on behalf of the Master Servicer pursuant to Section 9.07 of this Agreement.

“Excluded Receivable” means each Receivable (without giving effect to the exclusion of “Excluded Receivable” from the definition thereof), the obligor of which is an Excluded Obligor.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to an Affected Person or required to be withheld or deducted from a payment to an Affected Person: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Affected Person being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender with respect to an applicable interest in the Loans or Commitment pursuant to a law in effect on the date on which (i) such Lender becomes a Lender or (ii) such Lender changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Affected Person’s failure to comply with Section 5.03(f) and (g) and (i) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Exclusion Conditions” has the meaning set forth in Section 9.07(a).

“Facility Account” means the Borrower’s account no. 2000006124755 at Wells Fargo, ABA #121-000-248, Account Name: Sinclair Television Group, Inc., or such other account as may be designated by the Borrower from time to time in a writing delivered to the Administrative Agent and each Lender.

“Facility Limit” means as of any date of determination, the aggregate Commitment of all Lenders on such date, as reduced from time to time pursuant to Section 2.02(e). References to the unused portion of the Facility Limit means, at any time of determination, an amount equal to (x) the Facility Limit at such time, minus (y) the Aggregate Principal at such time.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any applicable agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FCC” shall mean the Federal Communications Commission and any successor or substitute governmental commission, agency, department, board or authority performing functions similar to those performed by the Federal Communications Commission on the Closing Date.

“FCC License” shall mean any license required under the Communications Law to operate a television broadcast station.

“FCC Regulations” shall mean all rules, regulations, written policies, orders and decisions of the FCC under the Communications Act.

“Federal Funds Rate” means, for any day, the per annum rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Board (including any such successor, “H.15(519)”) for such day opposite the caption “Federal Funds (Effective).” If on any relevant day such rate is not yet published in H. 15(519), the rate for such day will be the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, the “Composite 3:30 p.m. Quotations”) for such day under the caption “Federal Funds Effective Rate.” If on any relevant day the appropriate rate is not yet published in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day will be the arithmetic mean as determined by the Administrative Agent of the rates for the last transaction in overnight Federal funds arranged before 9:00 a.m. (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Administrative Agent.

“Federal Reserve Bank” means a regional bank of the Federal Reserve System, the central banking system of the U.S., created by the Federal Reserve Act of 1913.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“Fee Letter” has the meaning specified in Section 2.03(a).

“Fees” has the meaning specified in Section 2.03(a).

“Final Maturity Date” means the date that is the earlier of (i) ninety (90) days following the Scheduled Termination Date and (ii) the date on which the Loans become due and payable pursuant to Section 10.01.

“Final Payout Date” means the date on or after the Termination Date when (i) the Aggregate Principal and Aggregate Interest have been paid in full, (ii) all other Borrower Obligations have been paid in full, (iii) all other amounts owing to the Credit Parties and any other Borrower Indemnified Party or Affected Person hereunder and under the other Transaction Documents have been paid in full and (iv) all accrued Servicing Fees have been paid in full.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges, early termination charges or similar charges owing by an Obligor pursuant to such Contract.

“Financial Officer” of any Person means, the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“Financing Lease Obligation” means, at the time any determination thereof is to be made, an obligation that is required to be accounted for as financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Fitch” means Fitch Ratings, a part of the Fitch Group and a subsidiary of FIMALAC and Hearst Corporation, or any successor entity to its rating agency business.

“Form 8-K” means the periodic report on Form 8-K, required by the SEC, pursuant to the Exchange Act for reporting companies subject thereto.

“Form 10-K” means the annual report on Form 10-K, required by the SEC, pursuant to the Exchange Act for reporting companies thereunder.

“Form 10-Q” means the quarterly report on Form 10-Q, required by the SEC, pursuant to the Exchange Act for reporting companies thereunder.

“GAAP” means generally accepted accounting principles in the United States of America, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Group A Obligor,” “Group B Obligor”, “Group C Obligor” or “Group D Obligor” shall be determined as of any date with respect any single Obligor (other than a Special Obligor) and its Affiliates (if any) based on the short term unsecured debt ratings currently assigned to them by S&P and Moody’s (or in the absence thereof, the equivalent long term unsecured senior debt ratings) and the table set forth in the definition of “Concentration Percentage”.

“Group E Obligor” means any Obligor that is not a Group A Obligor, Group B Obligor, Group C Obligor or Group D Obligor; provided, that any Obligor that is not rated by either Moody’s or S&P shall be a Group E Obligor.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner (including a pledge of assets as credit support, letters of credit and reimbursement agreements in respect thereof), whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under both this Agreement and the Sinclair Credit Agreement (other than such obligations with respect to Debt). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer. The term “Guarantee” as a verb has a corresponding meaning.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any of its Affiliates under any Transaction Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

“Independent Manager” has the meaning set forth in Section 8.03(c).

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or (b) any general assignment for the benefit of creditors of a Person, composition or readjustment of debts, appointment of a receiver, trustee (other than a trustee under a deed of trust, indenture or similar instrument), custodian, sequestrator (or other similar official) for such Person or the creditors of such Person, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each of clauses (a) and (b) undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“Intended Tax Treatment” has the meaning set forth in Section 14.14.

“Interest” means, for each Loan for any day during any Interest Period (or portion thereof), the amount of interest accrued on the Principal of such Loan during such Interest Period (or portion thereof) in accordance with Section 2.03(b).

“Interest Period” means, with respect to each Loan, (a) before the Termination Date: (i) initially, the period commencing on the date such Loan is made pursuant to Section 2.01 (or in the case of any fees payable hereunder, commencing on the Closing Date) and ending on (but not including) the last day of the applicable Calculation Period and (ii) thereafter, each Calculation Period and (b) on and after the Termination Date, such period (including a period of one day) as shall be selected from time to time by the Administrative Agent (with the consent or at the direction of the Majority Lenders) or, in the absence of any such selection, each Calculation Period.

“Interest Rate” means, for any day in any Interest Period of any Lender’s Principal (or any portion thereof), the sum of Daily One Month Term SOFR plus the Applicable Margin; provided, that the “Interest Rate” of any Lender’s Principal (or any portion thereof) on any day while an Event of Termination has occurred and is continuing shall be a rate per annum equal to the sum of 2.00% per annum plus the applicable “Interest Rate” for such Lender’s Principal as set forth above; provided, further, that no provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by Applicable Law; provided, further, that Interest for any Principal (or such portion thereof) shall not be considered paid by any distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.

“Interest Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (i) 1.50, times (ii) the Alternative Base Rate as of the immediately preceding Cut-Off Date, times (iii) a fraction, the numerator of which is the average Days Sales Outstanding for the most recent 12 Calculation Periods and the denominator of which is 360.

“Investment Company Act” means the Investment Company Act of 1940, as amended or otherwise modified from time to time.

“IRS” means the United States Internal Revenue Service.

“Joint Sales Agreement” shall mean an agreement for the sale of commercial or advertising time or any similar arrangement pursuant to which a Person (other than the Person holding the FCC License for the applicable television broadcast station or an Affiliate of such Person) obtains the right to (a) sell at least a majority of the time for commercial spot announcements, and/or resell to advertisers such time on, (b) provide the sales staff for the sale of the advertising time or the collection of accounts receivable with respect to commercial advertisements broadcast on, (c) set the rates for advertising on and/or (d) provide the advertising material for broadcast on, such television broadcast station.

“Lenders” means Wells and each other Person that is or becomes a party to this Agreement in the capacity of a “Lender”.

“Lender’s Account” means, with respect to any Lender, the applicable account set forth on Schedule V hereto or such other account from time to time designated in writing by such

Lender to the Borrower and the Administrative Agent for purposes of receiving payments to or for the account of such Lender hereunder.

“Level I Notice Event” means the Administrative Agent or any Lender has provided notice to any Sinclair Party of the occurrence of a “Level I Notice Event” at any time during the continuation of a Level I Ratings Event.

“Level I Ratings Event” means, at any time of determination, neither of Performance Guarantor or Sinclair Inc. maintains a corporate family/corporate credit rating from at least two Ratings Agencies of at least B- (or the equivalent) from S&P, B3 (or the equivalent) from Moody’s, B- (or the equivalent) from Fitch or the equivalent credit rating from any other Rating Agency selected and consented to pursuant to clause (ii) of the definition of “Rating Agency”.

“Level II Notice Event” means the Administrative Agent or any Lender has provided notice to any Sinclair Party of the occurrence of a “Level II Notice Event” at any time during the continuation of a Level II Ratings Event.

“Level II Ratings Event” means, at any time of determination, neither of Performance Guarantor or Sinclair Inc. maintains a corporate family/corporate credit rating from at least two Ratings Agencies of at least CCC+ (or the equivalent) from S&P, Caa1 (or the equivalent) from Moody’s, CCC+ (or the equivalent) from Fitch or the equivalent credit rating from any other Rating Agency selected and consented to pursuant to clause (ii) of the definition of “Rating Agency”.

“License” shall mean any license, authorization, permit, consent, franchise, ordinance, registration, certificate, agreement or other right filed with, granted by, or entered into by a federal, state or local governmental authority which permits or authorizes the acquisition, construction or operation of a television station or any part of a television station or which is required for the acquisition, ownership or operation of any Station, including, without limitation, the FCC Licenses.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

“Limited Liability Company Agreement” means the Borrower’s Limited Liability Company Agreement, dated as of the Closing Date.

“Loan” means any loan made by a Lender pursuant to Section 2.02.

“Loan Request” means a letter in substantially the form of Exhibit A hereto executed and delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 2.02(a).

“Local Marketing Agreement” means a local marketing arrangement, time brokerage agreement, management agreement or similar arrangement pursuant to which a Person (other than the Person holding the FCC License for the applicable television broadcast station or an Affiliate of such Person) obtains the right, subject to customary preemption rights and other limitations, to exhibit programming and sell advertising time during more than fifteen percent (15%) of the air time per week of such television broadcast station.

“Loss Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (a) the Stress Factor, times (b) the highest three-month rolling average Default Ratio during the 12 Calculation Periods ending on the immediately preceding Cut-Off Date, times (c) the Default Horizon Ratio as of the immediately preceding Cut-Off Date.

“Majority Lenders” means the Administrative Agent and one or more Lenders which, taken together, represent more than 50% of the aggregate Commitments of all Lenders (or, if the Commitments have been terminated, the Administrative Agent and one or more Lenders which, taken together, represent 50% of the aggregate outstanding Principal held by all the Lenders); provided, however, that in no event shall the Majority Lenders include fewer than two (2) Lenders at any time when there are two (2) or more Lenders.

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Master Servicer” has the meaning set forth in the preamble to this Agreement.

“Master Servicer Indemnified Amounts” has the meaning set forth in Section 13.02(a).

“Master Servicer Indemnified Party” has the meaning set forth in Section 13.02(a).

“Material Adverse Effect” means relative to any Person (provided that if no particular Person is specified, “Material Adverse Effect” shall be deemed to be relative to either (i) the Master Servicer, the Performance Guarantor and the Originators, taken as a whole or (ii) the Borrower) with respect to any event or circumstance, a material adverse effect on any of the following:

(a)    the assets, operations, business or financial condition of either (i) the Master Servicer, the Performance Guarantor or any Originator, taken as a whole or (ii) the Borrower;

(b)    the ability of the Borrower, the Master Servicer, the Performance Guarantor or any Originator to perform its obligations under this Agreement or any other Transaction Document to which it is a party;

(c)    the validity or enforceability of this Agreement or any other Transaction Document, or the validity, enforceability, value or collectibility of any material portion of the Pool Receivables;

(d)    the status, perfection, enforceability or priority of the Administrative Agent’s security interest in the Collateral; or

(e)    the rights and remedies of any Credit Party under the Transaction Documents or associated with its respective interest in the Collateral.

“Material Indebtedness” means any Debt for borrowed money, Financing Lease Obligations, purchase money Debt, unreimbursed drawings under letters of credit, third party Debt obligations evidenced by notes or similar instruments or obligations in respect of one or more Swap Agreements, of any one or more of the Sinclair Parties in an aggregate principal amount exceeding $150,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Sinclair Party would be required to pay if such Swap Agreement were terminated at such time.

“Monthly Report” means a report, in substantially the form of Exhibit G.

“Monthly Settlement Date” means (i) initially, November 25, 2025 and (ii) thereafter, the 25th day of each calendar month (or if such day is not a Business Day, the next occurring Business Day).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized statistical rating organization.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, and in respect of which a Sinclair Party or any ERISA Affiliate is an “employer” (as defined in Section 3(5) of ERISA) or has an obligation to contribute.

“Net Pool Balance” means, at any time, (a) the aggregate Outstanding Balance of all Eligible Receivables at such time in the Receivables Pool, minus (b) the Excess Concentration at such time, minus (c) the Aggregate Contra Account Amount at such time.

“Non-Financing Lease Obligation” means a lease obligation that is not required to be accounted for as a financing or capital lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP. For the avoidance of doubt, a straight-line or operating lease shall be considered a Non-Financing Lease Obligation.

“Non-Rated Obligor” means any Obligor rated below A-3 or P-3 by S&P or Moody’s, respectively, or which is not rated by either S&P or Moody’s.

“Notice Event” means that any Originator has provided written notice to the Borrower or the Administrative Agent of its election to terminate sales of Receivables under the Sale Agreement.

“Obligor” means with respect to any Receivable, any Person obligated to make payments pursuant to the Contract relating to such Receivable, including, (i) to the extent so obligated, any related advertiser or any advertising agency, agent or licensee of such advertiser or (ii) any guarantor thereof or co-obligor therewith.

“Obligor Percentage” means, at any time of determination, for each Obligor, a fraction, expressed as a percentage, (a) the numerator of which is the aggregate Outstanding Balance of

the Eligible Receivables of such Obligor and its Affiliates and (b) the denominator of which is the aggregate Outstanding Balance of all Eligible Receivables at such time.

“OFAC” means the U.S. Department of Treasury’s Office of Foreign Assets Control.

“Operating Agreement” means any agreement in respect of a Sharing Arrangement, network affiliation agreement, programming agreement, franchise agreement, lease or other agreement of any Sinclair Party relating to the operation of a Station or any other Permitted Business, the termination or adverse modification of which (from the perspective of the applicable Sinclair Parties, taken as a whole) could reasonably be expected to have a Material Adverse Effect.

“Originator” means each Person that is a party to the Sale Agreement as an “Originator” thereunder.

“Originator Account” means each of the accounts specified in Schedule II maintained at an Originator Account Bank in the name of an Originator.

“Originator Account Bank” means, at any time, any bank at which an Originator Account or Originator Account Lock-Box is maintained.

“Originator Account Lock-Box” means each locked postal box associated with an Originator Account and which is specified on Schedule II.

“Originator Account Reserve” means, for any Calculation Period, (I) if a Level II Notice Event has occurred and is continuing, the product of (i) an amount equal to (A) the aggregate amount of Collections on the Pool Receivables received in the Originator Accounts during the three (3) most recently ended Calculation Periods, divided by (B) 3, times (ii) (A) the highest Days Sales Outstanding for the most recent 12 months, divided by (B) 30 and (II) otherwise, $0.

“Other Connection Taxes” means, with respect to any Affected Person, Taxes imposed as a result of a present or former connection between such Affected Person and the jurisdiction imposing such Tax (other than connections arising from such Affected Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Principal or Transaction Document).

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any other excise or property Taxes, charges or similar levies or fees arising from any payment made hereunder or from the execution, delivery, performance, registration, filing, recording or enforcement of, from the receipt or perfection of a security interest under, or otherwise in respect of, this Agreement, the other Transaction Documents and the other documents or agreements to be delivered hereunder or thereunder, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outbound Investment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S.

Executive Order 14105 of August 9, 2023, or any similar law or regulation, and as codified at 31 C.F.R. § 850.101 et seq.

“Outstanding Balance” means, at any time of determination, with respect to any Receivable, the then outstanding principal balance thereof.

“Parent” means Sinclair Broadcast Group, LLC, a Maryland limited liability company.

“Parent Group” has the meaning set forth in Section 8.03(c).

“Participant” has the meaning set forth in Section 14.03(d).

“Participant Register” has the meaning set forth in Section 14.03(e).

“PATRIOT Act” has the meaning set forth in Section 14.15.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Percentage” means, at any time of determination, with respect to any Lender, a fraction (expressed as a percentage), (a) the numerator of which is (i) prior to the termination of all Commitments hereunder, its Commitment at such time or (ii) if all Commitments hereunder have been terminated, the aggregate outstanding Principal of such Lenders at such time and (b) the denominator of which is (i) prior to the termination of all Commitments hereunder, the aggregate Commitments of all Lenders at such time or (ii) if all Commitments hereunder have been terminated, the Aggregate Principal at such time.

“Performance Guarantee” means the Performance Guaranty, dated as of the Closing Date, by the Performance Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties.

“Performance Guarantor” means Parent.

“Permitted Adverse Claim” means, as of any date of determination, (a) any inchoate liens for current taxes, assessments and governmental charges or levies not yet due and payable or for which the validity or amount thereof is being contested in good faith by appropriate proceedings and as to which adequate reserves are set aside in accordance with GAAP, but only so long as foreclosure with respect to such lien is not imminent and the use and value of the property to which the liens attach are not impaired during the pendency of such proceedings, (b) inchoate and unperfected workers’, mechanics’, suppliers’ or vendors liens arising in the ordinary course of business with respect to obligations which are not due and payable and as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced or threatened, (c) bankers’ liens and rights of setoff existing solely with respect to cash on deposit in the Originator Accounts and solely to the extent that no Person is then exercising any setoff rights or otherwise foreclosing upon such Originator Account, (d) any Adverse Claim with respect to any Originator Account or any Originator Account Lock-Box in favor of any secured party under any Sinclair Debt but only so long as each of the following conditions are then satisfied (i) no Person has a security interest in such Originator Account that is perfected by “control” (as defined in Section 9-104 of the UCC), (ii) no Person is foreclosing upon or

otherwise exercising any remedies with respect to such Originator Account or any Originator Account Lock-Box and (iii) such Adverse Claim does not extend to any Collections on Pool Receivables then on deposit in such Originator Account and (e) any ownership or lien in favor of, or assigned to, the Administrative Agent under the Transaction Documents.

“Permitted Business” means any business conducted or proposed to be conducted by Sinclair and its Subsidiaries on the Closing Date or any business that is similar (including, without limitation, (a) business of owning and operating the Stations (and related retransmission facilities), (b) the commercial utilization of frequencies licensed, granted or leased to the Sinclair or any of its Subsidiaries by the FCC, any other Governmental Authority or any other Person in connection with the television or radio broadcasting businesses, including using or leasing spectrum for the distribution of data and/or ancillary and supplementary services, (c) the production of streaming programming, programming broadcast on television stations or syndicated to others, (d) the utilization of digital media, including, but not limited to, websites, mobile applications, podcasts, channel sharing, spectrum datacasting and social media, to promote or distribute programming and to assist other businesses to reach audiences, customers and consumers, (e) the business of broadcasting in a mobile environment, (f) the business of managing and/or consulting to television stations other than the Owned Stations (as defined in the Sinclair Credit Agreement) and/or (g) from the technology, media and telecommunications industries, including sports team broadcasting, ownership or management and any sports gaming or wagering business), complementary, reasonably related, synergistic, incidental or ancillary thereto, or is a reasonable extension, development or expansion thereof, including using, sharing, combining or leasing spectrum for the distribution of data and/or ancillary and supplementary services.

“Permitted Discretion” means a determination made by Administrative Agent in good faith and in the exercise of reasonable (from the perspective of an institutional investor in accounts) business judgment exercised in accordance with the Administrative Agent’s generally applicable policies for the purchase or financing of accounts.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or any Governmental Authority.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a Sinclair Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq. , as modified by Section 3(42) of ERISA, as amended from time to time.

“Pool Receivable” means a Receivable in the Receivables Pool.

“Political Advertisement Receivable” means any Receivable generated in connection with the sale or display of political advertisements.

“Political Advertisement Deposit Balance” means any Deposit Balance received by an Originator or Affiliate thereof in connection with Political Advertisement Receivables.

“Portion of Principal” means, with respect to any Lender and its related Principal, the portion of such Principal being funded or maintained by such Lender by reference to a particular interest rate basis.

“Post-Closing Date” means the date that is 30 days following the Closing Date (or such later date, if any, as the Administrative Agent shall consent to in writing in its sole discretion).

“Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal” means, with respect to any Lender, the aggregate amounts paid to, or on behalf of, the Borrower in connection with all Loans made by such Lender pursuant to Article II, as reduced from time to time by Collections distributed and applied on account of reducing, returning or repaying such Principal pursuant to Section 2.02(d) or 4.01; provided, that if such Principal shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Principal shall be increased by the amount of such rescinded or returned distribution as though it had not been made.

“Purchase and Sale Termination Event” has the meaning set forth in the Sale Agreement.

“Quebec Receivable” means a Receivable which is owed by an Obligor domiciled (within the meaning of the Civil Code of Québec) in the Province of Quebec (Canada), or in respect of which the Obligor thereof is making payments to a location or account located in the Province of Quebec, or in respect of which the related Contract contains a stipulation to the effect that such Contract is governed by the laws of the Province of Quebec.

“Rating Agency” (i) S&P, Moody’s and Fitch or (ii) if S&P, Moody’s or Fitch shall not issue a corporate family/corporate credit rating in respect of Performance Guarantor or Sinclair Inc., a nationally recognized statistical rating agency or agencies, as the case may be, selected by Performance Guarantor with the written consent of the Administrative Agent (such consent to be granted or withheld in the sole discretion of the Administrative Agent), which shall be substituted for S&P, Moody’s or Fitch, as the case may be, with respect to such corporate family/corporate credit rating.

“Receivable” means any right to payment of a monetary obligation, whether or not earned by performance, owed to any Originator or the Borrower (as assignee of an Originator), whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each instance arising in connection with the sale of goods or rights (including rights under licenses and copyrights) that have been or are to be sold or for services rendered or to be rendered, and includes, without limitation, the obligation to pay any service charges, finance charges, interest, fees and other charges with respect thereto. Any such right to payment arising from any one transaction, including, without limitation, any such right to payment represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of any such right to payment arising from any other transaction. Notwithstanding anything contained herein to the contrary, the term “Receivable” shall not include any Excluded Receivable.

“Receivables Pool” means, at any time of determination, all of the then outstanding Receivables transferred (or purported to be transferred) to the Borrower pursuant to the Sale Agreement.

“Records” means, with respect to any Receivable, all Contracts, Agency Letters and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) prepared or maintained by a Sinclair Party relating to such Receivable, any Related Security therefor and the related Obligor.

“Register” has the meaning set forth in Section 14.03(b).

“Related Rights” has the meaning set forth in Section 1.1 of the Sale Agreement.

“Related Security” means, with respect to any Receivable:

(a)    all right, title and interest (if any) in the goods, the sale of which gave rise to such Receivable, and any and all insurance contracts with respect thereto;

(b)    all other Security Interests or Liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements and security agreements describing any collateral securing such Receivable;

(c)    all rights, interests and claims under the related Contracts and all supporting obligations, guaranties, letters of credit, insurance, Agency Letters and other supporting obligations, agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise;

(d)    all Records related to such Receivable;

(e)    all of the applicable Originator’s and the Borrower’s right, title and interest in each Collection Account Lock-Box and each Collection Account;

(f)    all of Borrower’s rights and remedies under the Performance Guarantee and the Sale Agreement; and

(g)    all Collections and other proceeds (as defined in the UCC) of any of the foregoing.

“Release” has the meaning set forth in Section 4.01(a).

“Representatives” has the meaning set forth in Section 14.06(c).

“Required Capital Amount” means $32,000,000.

“Required Reserve” means, on any day during a month, the sum of (I) the product of (a) the greater of (i) the Reserve Floor and (ii) the Dynamic Reserve, times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such month, plus (II) the Originator Account Reserve.

“Reserve Floor” means, for any Calculation Period, the sum (expressed as a percentage) of (i) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, plus (ii) the Interest Reserve, plus (iii) the Servicing Reserve, plus (iv) 12.0%, in each case, as of the immediately preceding Cut-Off Date.

“Responsible Officer” means, with respect to any Person, the general counsel, the president, the chief executive officer, the chief financial officer, the chief accounting officer, the chief operating officer, the controller, the treasurer, the assistant treasurer, any other similar officer, manager or a director of such Person and with respect to certain limited liability companies or partnerships that do not have officers, any manager, sole member, managing member or general partner thereof, any secretary or assistant secretary of such Person, and in any case, any other officer of such Person responsible for the administration of the obligations of such Person in respect of this Agreement and the other Transaction Documents.

“Restricted Payments” has the meaning set forth in Section 8.01(s).

“Retransmission Receivable” means, at any time of determination, any Receivable arising from the sale or assignment of a license right by an Originator to a cable or satellite or similar provider for the broadcast of certain programming.

“Returned Goods” means all right, title and interest in and to returned, repossessed or foreclosed goods and/or merchandise the sale of which gave rise to a Receivable; provided that such goods shall no longer constitute Returned Goods after a Deemed Collection has been deposited in a Collection Account with respect to the full Outstanding Balance of the related Receivables.

“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services, LLC business, and any successor thereto that is a nationally recognized statistical rating organization.

“Sale Agreement” means that certain Receivables Sale Agreement, dated as of the Closing Date, by and among the Originators, the Master Servicer and the Borrower.

“Sanctioned Country” means at any time, a country, region or territory which is itself (or whose government is) the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned

Person(s) or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

“Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury or other relevant sanctions authority in any jurisdiction in which (a) any Sinclair Party or any of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Loans will be used, or (c) from which repayment of the Borrower Obligations will be derived.

“Scheduled Termination Date” means November 6, 2028.

“SEC” means the U.S. Securities and Exchange Commission or any governmental agencies substituted therefor.

“Secured Parties” means each Credit Party, each Borrower Indemnified Party and each Affected Person.

“Securities Act” means the Securities Act of 1933, as amended or otherwise modified from time to time.

“Security Interest” has the meaning ascribed thereto in Article 9 of the UCC.

“Sequential Receivable” means any Agency Receivable for which, pursuant to the related Contract, the related Agency Obligor is only obligated to remit payments with respect to such Agency Receivable to the extent it receives any amounts by or on behalf of the related Advertiser Obligor.

“Servicing Fee” means the fee referred to in Section 9.06(a) of this Agreement.

“Servicing Reserve” means, the product (expressed as a percentage) of (a) 1.0%, times (b) a fraction, the numerator of which is the average Days Sales Outstanding for the most recent 12 months and the denominator of which is 360.

“Settlement Date” means with respect to any Portion of Principal for any Interest Period or any Interest or Fees, (i) so long as no Event of Termination has occurred and is continuing and the Termination Date has not occurred, the Monthly Settlement Date and (ii) on and after the Termination Date or if an Event of Termination has occurred and is continuing, each day selected from time to time by the Administrative Agent (with the consent or at the direction of the Majority Lenders) (it being understood that the Administrative Agent (with the consent or at the direction of the Majority Lenders) may select such Settlement Date to occur as frequently as daily), or, in the absence of such selection, the Monthly Settlement Date.

“Shared Services Agreement” means a shared services arrangement or other similar arrangement pursuant to which two Persons (who are not Affiliates of each other) owning separate television broadcast stations agree to share the costs of certain services and procurements which they individually require in connection with the ownership and operation of

one television broadcast station, whether through the form of joint or cooperative buying arrangements or the performance of certain functions relating to the operation of one television broadcast station by employees of the owner and operator of the other television broadcast station, including, but not limited to, the co-location of the studio, non-managerial administrative and/or master control and technical facilities of such television broadcast station and/or the sharing of maintenance, security and other services relating to such facilities.

“Sharing Arrangement” means any Station Servicing Arrangement or Station Sharing Arrangement.

“Short-Pay Receivable” means any Receivable with respect to which the related Obligor has made a payment on such Receivable in an amount less than the Outstanding Balance thereof immediately prior to giving effect to such payment.

“Sinclair” has the meaning set forth in the preamble to this Agreement.

“Sinclair Competitor” means any competitor of Parent that is directly engaged in the television broadcast industry or operates a television station; provided, however, that “Sinclair Competitor” shall not include any bank or other financial institution.

“Sinclair Credit Agreement” means that certain Credit Agreement, dated as of February 12, 2025, among Parent, as parent, Sinclair, as borrower, the issuing banks and lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties party thereto, as such agreement may be amended, modified, supplemented or restated in accordance with its terms.

“Sinclair Credit Agreement Financial Covenant” means the financial covenant set forth in Section 6.10 of the Sinclair Credit Agreement as in effect on the Closing Date and, except as provided under Section 10.01(aa), without giving effect to any amendment, restatement, supplement, modification, waiver or termination thereof.

“Sinclair Debt” means any Debt of Sinclair and of any other Originators.

“Sinclair, Inc.” means Sinclair, Inc., a Maryland corporation.

“Sinclair Party” means the Borrower, the Master Servicer, each Sub-Servicer, each Originator, Sinclair, Parent and the Performance Guarantor.

“Solvent” means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to pay its debts and other liabilities as they become due, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property would constitute unreasonably small capital in light of the contemplated business operations of such Person and after giving due consideration to the prevailing practice in the industry in which such Person is engaged.

“Special Obligor” means any of the Obligors set forth below:

Special Obligor	Concentration Percentage
Special Obligor A	12.00%
Special Obligor B	12.00%

; provided, however, if at any time more than 5.00% of the aggregate Outstanding Balance of all Billed Receivables owing from Special Obligor B are either Delinquent Receivables or Defaulted Receivables, the Concentration Percentage of Special Obligor B shall be automatically reduced to 10.00%; provided, further, that the Concentration Percentage of any Special Obligor may be cancelled by the Administrative Agent or the Majority Lenders in its or their sole discretion upon not less than ten (10) Business Days’ written notice to the Borrower and the Administrative Agent and upon such cancellation the Concentration Percentage for such Special Obligor shall be determined pursuant to clause (b) of the definition of “Concentration Percentage” hereunder.

“Special Obligor A” has the meaning set forth on Schedule VI.

“Special Obligor B” has the meaning set forth on Schedule VI.

“Specified Covenants” means each of the following covenants: (i) with respect to this Agreement, Sections 8.01(c), 8.01(e)(i), 8.01(j), 8.01(m), 8.01(p), 8.01(r), 8.01(s), 8.01(t), 8.01(x), 8.01(y), 8.01(z), 8.02(c)(i), 8.02(i) and 8.02(t) and (ii) with respect to the Sale Agreement, Sections 6.1(b)(i), 6.1(g), 6.1(i), 6.1(j), 6.1(u), 6.1(w) and 6.1(y).

“Station” shall mean each of the television stations owned and operated by the Sinclair Parties.

“Station Servicing Arrangement” means any arrangement or transaction evidenced by any Joint Sales Agreement, Local Marketing Agreement, Shared Services Agreement or similar agreement or instrument under which any Sinclair Party provides services or obtains the right to provide programming to, or sells advertising availabilities on, a television broadcast station of another Person (other than any Sinclair Party).

“Station Sharing Arrangement” means any arrangement or transaction evidenced by any Joint Sales Agreement, Local Marketing Agreement, Shared Services Agreement or similar agreement or instrument under which a Person, other than any Sinclair Party, provides services or obtains the right to provide programming to, or sells advertising availabilities on, a Station.

“Stress Factor” means 2.00.

“Subject Filings” means each of the UCC-1 Financing Statements attached hereto as Exhibit F.

“Subordinated Note” has the meaning set forth in the Sale Agreement.

“Sub-Servicer” has the meaning set forth in Section 9.01(d).

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each class or other interests having ordinary voting power (other than stock or other interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such entity are at the time owned, or management of which is otherwise controlled: (a) by such Person, (b) by one or more Subsidiaries of such Person or (c) by such Person and one or more Subsidiaries of such Person.

“Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Tax” and “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority and all interest, penalties, additions to tax and any similar liabilities with respect thereto.

“Termination Date” means the earliest to occur of (a) the Scheduled Termination Date, (b) the date on which the “Termination Date” is declared or deemed to have occurred under Section 10.01 and (c) the date selected by the Borrower on which all Commitments have been reduced to zero pursuant to Section 2.02(e).

“Top Four Group E Obligors” means, at any time of determination, the Group E Obligors that have the four largest Obligor Percentages at such time.

“Transaction Documents” means this Agreement, the Sale Agreement, the Control Agreements, the Fee Letter, each Subordinated Note, the Performance Guarantee and all other certificates, instruments, UCC financing statements, reports, notices, agreements and documents executed or delivered under or in connection with this Agreement.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“Unbilled Receivable” means, at any time, any Receivable (other than an Eligible Retransmission Receivable or an Eligible Distribution Receivable) as to which the invoice or bill with respect thereto has not yet been sent to any Obligor thereof.

“Unmatured Event of Termination” means an event that but for notice or lapse of time or both would constitute an Event of Termination.

“Unused Fees” has the meaning set forth in the Fee Letter.

“U.S.” means the United States of America.

“U.S. Dollars” and “$” each mean the lawful currency of the United States of America.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means a United States person (within the meaning of Section 7701(a)(30) of the Code).

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(f)(ii)(B)(3).

“VIE Receivable” means any Receivable that arises from the applicable Originator’s Contract with a licensee of FCC broadcast licenses in respect of a television station, where such licensee is consolidated on Sinclair's consolidated balance sheet as a variable interest entity. The Obligor of a VIE Receivable shall be deemed to be the ultimate customer of the related station to which such VIE Receivable pertains for purposes of determining inclusion of such Receivable in the Net Pool Balance.

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

“Weekly Report” means a report, in substantially the form of Exhibit J.

“Wells” has the meaning set forth in the preamble to this Agreement.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Borrower, Master Servicer, Performance Guarantor and Administrative Agent.

SECTION 1.02. Other Interpretative Matters. All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein, are used herein as defined in such Article 9. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule”, “Exhibit” or “Annex” means articles and sections of, and schedules, exhibits and annexes to, this Agreement. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a)

references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (b) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (c) references to any Article, Section, Schedule, Exhibit or Annex are references to Articles, Sections, Schedules, Exhibits and Annexes in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (d) the term “including” means “including without limitation”; (e) references to any Applicable Law refer to that Applicable Law as amended from time to time and include any successor Applicable Law; (f) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (g) references to any Person include that Person’s permitted successors and assigns; (h) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (i) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (j) terms in one gender include the parallel terms in the neuter and opposite gender; (k) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (l) the term “or” is not exclusive and (m) any reference to the Outstanding Balance of all Eligible Receivables in the Receivables Pool (or words to that effect) shall be interpreted as an amount equal to (i) the Outstanding Balance of all Eligible Receivables in the Receivables Pool, minus (ii) the aggregate amount of all unapplied Collections on the Receivables Pool.

SECTION 1.03. Accounting Terms; GAAP. All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

ARTICLE II

TERMS OF THE LOANS

SECTION 2.01. Loan Facility. Upon a request by the Borrower pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Lenders shall, ratably in accordance with their respective Commitments, severally and not jointly, make Loans to the Borrower from time to time during the period from the Closing Date to (but excluding) the Termination Date. Under no circumstances shall any Lender be obligated to make any Loan if, after giving effect thereto:

(i)    the Aggregate Principal would exceed the Facility Limit at such time;

(ii)    the aggregate outstanding Principal of such Lender would exceed its Commitment; or

(iii)    the Aggregate Principal would exceed the Borrowing Base at such time.

SECTION 2.02. Making Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on prior written request from the Borrower to the Administrative Agent and each Lender delivered on a Business Day in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than 12:00 p.m. (New York City time) on the proposed date of such Loan (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of Loan(s) requested (which amount shall be denominated in U.S. Dollars and shall not be less than $500,000 and shall be an integral multiple of $100,000), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments) and (iii) the date such requested Loan is to be made (which shall be a Business Day). Unless the information in each Loan Request is also entered by the Borrower on-line in the Administrative Agent’s electronic “Vantage” portal, the requested Loan shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Loan shall not be funded until) satisfactory completion of the Administrative Agent’s authentication process.

(b)    Funding Loans.

(i)    On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, deliver to the Administrative Agent by wire transfer of immediately available funds at the account from time to time designated in writing by the Administrative Agent, an amount equal to such Lender’s ratable share of the amount of Principal requested. On the date of each Loan, the Administrative Agent will make available to the Borrower, in immediately available funds, at the Facility Account, the amount of such Principal funded by all Lenders on such date.

(ii)    Unless the Administrative Agent shall have received notice from a Lender, with a copy to the Borrower, prior to the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the foregoing clause (b)(i) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (B) in the case of the Borrower, the Federal Funds Rate. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If the Borrower shall have returned any such amount with interest thereon to the Administrative Agent, then the outstanding Loans of the applicable Lender shall be reduced by such amount paid by the Borrower (including the amount of interest thereon paid by the Borrower). Any such payment by the Borrower shall be without prejudice to

any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(c)    Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).

(d)    The Borrower shall repay in full the outstanding Principal of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on each Settlement Date, make a repayment of the outstanding Principal of the Lenders to the extent required under Section 4.01 and otherwise in accordance with such Section 4.01 (subject to the priorities for payment set forth therein) by paying the amount of such reduction to the Administrative Agent for distribution to the Lenders in accordance with Section 4.02. Additionally, if on any Business Day a Responsible Officer of the Borrower or the Master Servicer determines or is advised that a Borrowing Base Deficit exists, the Borrower shall within one Business Day reduce the outstanding Principal of the Lenders to the extent required to eliminate such Borrowing Base Deficit. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part by payment in accordance with Section 4.02, the outstanding Principal of the Lenders on any Business Day upon two (2) Business Days’ prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit E; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $500,000 and shall be an integral multiple of $100,000; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero and (ii) any accrued Interest and Fees in respect of the portion(s) of Principal so reduced shall be paid in full on the immediately following Settlement Date (or to the extent such reduction date is on a Settlement Date, on such Settlement Date).

(e)    The Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender (or such shorter time period as the Administrative Agent may agree in writing in its sole discretion), terminate the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $150,000,000 unless terminated in whole. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender shall be ratably reduced.

(f)    In connection with any reduction of the Facility Limit and the corresponding Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) Principal of each Lender in excess of its Commitment as so reduced and (B) all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower Obligations is allocable solely to that portion of the Commitments

being reduced or has arisen solely as a result of such reduction, all of such portion). Upon receipt by the Administrative Agent of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Principal, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, by paying such amounts to the Lenders.

SECTION 2.03. Interest and Fees.

(a)    On each Settlement Date, the Borrower shall, in accordance with the terms and priorities for payment set forth in Section 4.01, pay to the Administrative Agent for distribution to each Lender and the Administrative Agent certain fees (collectively, the “Fees”) in the amounts set forth in the fee letter agreements from time to time entered into, among the Borrower, the Lenders and/or the Administrative Agent (each such fee letter agreement, as amended, restated, supplemented or otherwise modified from time to time, collectively being referred to herein as the “Fee Letter”). Unused Fees shall cease to accrue on the unfunded portion of the Commitment of a Defaulting Lender as provided in Section 2.05.

(b)    Each Loan of each Lender and the Principal thereof shall accrue Interest on each day when such Principal remains outstanding at the then applicable Interest Rate for such Loan. The Borrower shall pay all Interest and Fees accrued during each Interest Period on each Settlement Date in accordance with the terms and priorities for payment set forth in Section 4.01.

SECTION 2.04. Records of Loans and Principal. Each Lender shall record in its records, the date and amount of each Loan made by the Lenders hereunder, the Interest Rate with respect thereto, the Interest accrued thereon and each repayment and payment thereof. Subject to Section 14.03(c), such records shall be conclusive and binding absent manifest error. The failure to so record any such information or any error in so recording any such information shall not, however, limit or otherwise affect the obligations of the Borrower hereunder or under the other Transaction Documents to repay the Principal of each Lender, together with all Interest accruing thereon and all other Borrower Obligations.

SECTION 2.05. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)    Unused Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender during any period that such Lender is a Defaulting Lender.

(b)    The Commitment and Principal of such Defaulting Lender shall not be included in determining whether the Majority Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby (if such Lender is directly affected thereby).

(c)    In the event that the Administrative Agent, the Borrower and the Master Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Principal of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Principal ratably in accordance with the Commitment of such Lender; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

ARTICLE III

[RESERVED]

ARTICLE IV

SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS

SECTION 4.01. Settlement Procedures.

(a)    The Master Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, (x) if so requested by the Administrative Agent at any time while an Event of Termination has occurred and is continuing, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion and (y) if a Notice Event has occurred, retain in the Collection Accounts and not transfer out of or otherwise remove therefrom until the applicable Settlement Date), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Master Servicer or the Borrower or received in any Originator Account Lock-Box, Originator Account, Collection Account Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Master Servicer may release to the Borrower from such Collections received on Pool Receivables the amount (if any) necessary to (i) pay the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale Agreement and (ii) the amounts owing by the Borrower to any Originator under any Subordinated Note in accordance with Section 8.01(s) (each such release, a “Release”). Amounts held in trust by the Master Servicer pursuant to this Section 4.01(a) may be commingled with other funds of the Master Servicer in one or more accounts of the Master Servicer or an Affiliate thereof that does not constitute a Collection Account (unless otherwise requested by the Administrative Agent at any time while an Event of Termination has occurred and is continuing); provided, further, that any such commingling shall not derogate from the Borrower’s or the Master Servicer’s indemnification obligations with respect to commingling pursuant to Section 13.01 and 13.02 or the Master Servicer’s obligation to distribute Collection in accordance with this Section 4.01(a) on each Settlement Date. On each Settlement Date, the Master Servicer (or, following its assumption of control of the Collection Accounts (to the extent that funds have not previously

been released by the Administrative Agent to the Master Servicer), the Administrative Agent) shall, distribute such Collections in the following order of priority:

(i)    first, to the Master Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Master Servicer);

(ii)    second, to the Administrative Agent for distribution to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest and Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest and Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party;

(iii)    third, as set forth in clause (x), (y) or (z) below, as applicable:

(x)    prior to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date, to the Administrative Agent for distribution to the Lenders (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment of a portion of the outstanding Aggregate Principal at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero ($0);

(y)    on and after the occurrence of the Termination Date, to the Administrative Agent for distribution to each Lender (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment in full of the aggregate outstanding Principal of such Lender at such time; or

(z)    prior to the occurrence of the Termination Date, at the election of the Borrower and in accordance with Section 2.02(d), to the Administrative Agent for distribution to each Lender for the payment of all or any portion of the outstanding Principal of the Lenders at such time (ratably, based on the aggregate outstanding Principal of each Lender at such time);

(iv)    fourth, to the Administrative Agent for distribution to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties; and

(v)    fifth, the balance, if any, to be paid to the Borrower for its own account.

(b)    All payments or distributions to be made by the Master Servicer, the Borrower and any other Person to the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties), shall be paid or distributed to the Administrative Agent for distribution to the related Lender at its Lender’s Account. Each Lender, upon its receipt in the applicable Lender’s Account of any such payments or distributions, shall distribute such amounts to the applicable related Affected Persons and the Borrower Indemnified Parties ratably; provided that if such Lender shall have received insufficient funds to pay all of the above amounts in full on any such date, such Lender shall pay such amounts to the applicable Affected Persons and the Borrower Indemnified Parties in accordance with the priority of payments forth above, and with respect to any such category above for which there are insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to each such Person) among all such Persons entitled to payment thereof. Notwithstanding anything to the contrary set forth in this Section 4.01, the Administrative Agent shall have no obligation to distribute or pay any amount under this Section 4.01 except to the extent actually received by the Administrative Agent. Additionally, each Lender hereby covenants and agrees to provide timely and accurate responses to each of the Administrative Agent’s requests for information necessary for the Administrative Agent to make the allocations to the Lenders required to be made by the Administrative Agent hereunder, including the applicable account of each Lender for which amounts should be distributed.

(c)    If and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party, such Affected Person or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount.

(d)    For the purposes of this Section 4.01:

(i)    if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Borrower, any Originator, the Master Servicer or any Affiliate of the Master Servicer, or any setoff, counterclaim or dispute between the Borrower or any Affiliate of the Borrower, an Originator or any Affiliate of an Originator, or the Master Servicer or any Affiliate of the Master Servicer, and an Obligor (any such reduction or adjustment, a “Dilution”), the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and, to the extent that either (x) the effect of such Dilution is to cause a Borrowing Base Deficit or (y) such Dilution occurs on or after the Termination Date or when an Event of Termination exists, shall within two (2) Business Days after written notice to, or knowledge thereof by a Responsible Officer of any Sinclair Party pay to a Collection Account (or as otherwise directed by the Administrative Agent at such

time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a), an amount equal to (x) if such Dilution occurs prior to the Termination Date and at a time when no Event of Termination exists, the lesser of (A) the sum of all deemed Collections with respect to such Dilution and (B) the amount necessary to eliminate any Borrowing Base Deficit and (y) if such Dilution occurs on or after the Termination Date or at any time when an Event of Termination exists, the sum of all deemed Collections with respect to such Dilution;

(ii)    if on any day any of the representations or warranties in Section 7.01 is not true with respect to any Pool Receivable, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in full and, to the extent that either (x) the effect of such breach is to cause a Borrowing Base Deficit or (y) such breach occurs on or after the Termination Date or when an Event of Termination exists, shall within two (2) Business Days after written notice to, or knowledge thereof by, a Responsible Officer of any Sinclair Party pay to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a), an amount equal to (x) if such breach occurs prior to the Termination Date and at a time when no Event of Termination exists, the lesser of (A) the sum of all deemed Collections with respect to such breach and (B) the amount necessary to eliminate any Borrowing Base Deficit and (y) if such breach occurs on or after the Termination Date or at any time when an Event of Termination exists, the sum of all deemed Collections with respect to such breach (Collections deemed to have been received pursuant to this Section 4.01(d) are hereinafter sometimes referred to as “Deemed Collections”);

(iii)    except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and

(iv)    upon payment in full by the Borrower of any Pool Receivable in accordance with Section 4.01(d)(ii) above, the Administrative Agent’s and each other Credit Party’s rights in such Receivable shall automatically be conveyed to the Borrower, without representation or warranty, but free and clear of all liens, security interests, charges, and encumbrances created by or through the Administrative Agent or such other Credit Party.

SECTION 4.02. Payments and Computations, Etc. (a) All amounts to be paid by the Borrower or the Master Servicer to the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party hereunder shall be paid no later than noon (New York City time) on the day when due in same day funds to the account(s) designated by the Administrative Agent. All amounts to be paid by any Lender to the Administrative Agent hereunder shall be paid no later than 2:00 p.m. (New York City time) on the day when due in same day funds to the account(s) designated by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of any Lenders hereunder that the Borrower (or the Master Servicer on its behalf) will not make such payment (including

because Collections are not available therefor), the Administrative Agent may assume that the Borrower has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower (or the Master Servicer on its behalf) has not in fact made such payment, then each Lender severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(b)    Interest on Unpaid Amounts. Each of the Borrower and the Master Servicer shall, to the extent permitted by Applicable Law, pay interest on any amount not paid or deposited by it when due hereunder, at an interest rate per annum equal to 2.00% per annum above the Alternative Base Rate, payable on demand.

(c)    Computational Conventions. All computations of interest under subsection (b) above and all computations of Interest, Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or, in the case of amounts determined by reference to the Alternative Base Rate at times when the Alternative Base Rate is based on the Prime Rate, 365 or 366 days, as applicable) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

ARTICLE V INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY AND BACK-UP SECURITY INTEREST

SECTION 5.01. Increased Costs.

(a)    Increased Costs Generally. If any Change in Law shall:

(i)    impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Affected Person;

(ii)    subject any Affected Person to any Taxes (except to the extent such Taxes are (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (C) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)    impose on any Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement, any other

Transaction Document, any Principal or any participation therein or (B) affecting its obligations or rights to make Loans;

and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent or a Lender hereunder with respect to the transactions contemplated hereby, (B) funding or maintaining any Loan (or any portion thereof) or (C) maintaining its obligation to make fund or maintain any Loan (or any portion thereof), or to reduce the amount of any sum received or receivable by such Affected Person hereunder, then, upon request of such Affected Person, the Borrower shall pay to such Affected Person such additional amount or amounts as will compensate such Affected Person for such additional costs incurred or reduction suffered.

(b)    Capital and Liquidity Requirements. If any Affected Person determines that any Change in Law affecting such Affected Person or any lending office of such Affected Person or such Affected Person’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of (x) increasing the amount of capital required to be maintained by such Affected Person or Affected Person’s holding company, if any, (y) reducing the rate of return on such Affected Person’s capital or on the capital of such Affected Person’s holding company, if any, or (z) causing an internal capital or liquidity charge or other imputed cost to be assessed upon such Affected Person or Affected Person’s holding company, if any, in each case, as a consequence of (A) this Agreement or any other Transaction Document, (B) the commitments of such Affected Person hereunder or under any other Transaction Document, (C) the Loans made by such Affected Person, or (D) any Principal (or portion thereof), to a level below that which such Affected Person or such Affected Person’s holding company could have achieved but for such Change in Law (taking into consideration such Affected Person’s policies and the policies of such Affected Person’s holding company with respect to capital adequacy and liquidity), then from time to time, upon request of such Affected Person, the Borrower will pay to such Affected Person such additional amount or amounts as will compensate such Affected Person or such Affected Person’s holding company for any such increase, reduction or charge; provided that such Affected Person is generally seeking or intends generally to seek compensation from similarly situated sellers under similar facilities (to the extent such Affected Person has the right under such similar facility to do so) with respect to such Changes in Law regarding capital or liquidity requirements.

(c)    [Reserved].

(d)    Certificates for Reimbursement. A certificate of an Affected Person setting forth the amount or amounts necessary to compensate such Affected Person or its holding company, as the case may be, as specified in clause (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall, subject to the priorities of payment set forth in Section 4.01, pay such Affected Person the amount shown as due on any such certificate on the first Settlement Date occurring after the Borrower’s receipt of such certificate.

(e)    Delay in Requests. Failure or delay on the part of any Affected Person to demand compensation pursuant to this Section shall not constitute a waiver of such Affected Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Person pursuant to this Section for any increased costs incurred or

reductions suffered more than nine (9) months prior to the date that such Affected Person notifies the Borrower of the event giving rise to such increased costs or reductions, and of such Affected Person’s intention to claim compensation therefor (except that if the circumstance giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 5.02. [Reserved].

SECTION 5.03. Taxes.

(a)    Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any of its Affiliates under any Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of the applicable Withholding Agent) requires the deduction or withholding of any Tax, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or such Affiliate shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)    Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or, at the option of the Administrative Agent, timely reimburse the Administrative Agent for the payment of, any Other Taxes.

(c)    Indemnification by the Borrower. The Borrower shall indemnify each Affected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and (II) with respect to any Affected Person that is a U.S. Person, any incremental Taxes that arise because a Loan or any Principal is not treated consistently with the Intended Tax Treatment (such indemnification will include any Taxes necessary to make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon notice by the Administrative Agent or any Affected Person, the Borrower shall pay such Indemnified Taxes directly to the relevant taxing authority or Governmental Authority (or to the Administrative Agent or such Affected Person if such Taxes have already been paid to the relevant taxing authority or Governmental Authority); provided that neither the Administrative Agent nor any Affected Person shall be under any obligation to provide any such notice to the Borrower. A certificate as to the amount of such payment or liability delivered to the Borrower by an Affected Person (with a copy to the Administrative Agent), or by the

Administrative Agent on its own behalf or on behalf of an Affected Person, shall be conclusive absent manifest error.

(d)    Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or any of its respective Affiliates that are Affected Persons (but only to the extent that the Borrower and its Affiliates have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting any obligation of the Borrower, the Master Servicer or their Affiliates to do so), (ii) any Taxes attributable to the failure of such Lender or any of their respective Affiliates that are Affected Persons to comply with Section 14.03 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or any of its respective Affiliates that are Affected Persons, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or any of its respective Affiliates that are Affected Persons under any Transaction Document or otherwise payable by the Administrative Agent to such Lender or any of its respective Affiliates that are Affected Persons from any other source against any amount due to the Administrative Agent under this clause (d).

(e)    Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower or any of its Affiliates to a Governmental Authority pursuant to this Section 5.03, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)    Status of the Lender. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)    Without limiting the generality of the foregoing:

(A)    a Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which any payments are made under any Transaction Document and from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B)    any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which any payments are made under any Transaction Document and from time to time upon the reasonable request of the Borrower or the Administrative Agent, whichever of the following is applicable:

(1)    in the case of such a Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Transaction Document, executed copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)    executed copies of Internal Revenue Service Form W-8ECI;

(3)    in the case of such a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or

(4)    to the extent such Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form

W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; and

(C)    any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(g)    Documentation Required by FATCA. If a payment made to a Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h)    Survival. Each party’s obligations under this Section 5.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Credit Party or any other Affected Person, the termination of the Commitments and the repayment, satisfaction or discharge of all the Borrower Obligations and the Master Servicer’s obligations hereunder.

(i)    Updates. Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 5.03 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(j)    Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 5.03(j) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 5.03(j), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 5.03(j) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

SECTION 5.04. Circumstances Affecting Benchmark Availability; Change in Legality.

(a)    Subject to Section 5.06, in connection with any request for any Loan accruing yield at a rate based on Daily One Month Term SOFR or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Daily One Month Term SOFR with respect to a proposed Loan or Portion of Principal, as applicable, accruing yield by reference to Daily One Month Term SOFR on any day or (ii) the Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Daily One Month Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Loan or Portion of Principal, as applicable, on any day and, in the case of clause (ii), the Majority Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Loans accruing yield at a rate based on Daily One Month Term SOFR and any right of the Borrower to convert or continue any Loan or Portion of Principal, as applicable, as a Loan or Portion of Principal, as applicable, accruing yield at a rate based on Daily One Month Term SOFR, shall be suspended (to the extent of the affected Loan or Portion of Principal, as applicable) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a making of, conversion to or continuation of Loan or Portion of Principal accruing yield at a rate based on Daily One Month Term SOFR, (to the extent of the affected Loan or Portion of Principal, as applicable) or, failing that, the Borrower will be deemed to have converted any such request into a request for a making of or conversion to a Loan or Portion of Principal, as applicable, accruing yield at the sum of the Alternative Base Rate plus the Applicable Margin in the amount specified therein and (B) any outstanding affected Loan or

Portion of Principal, as applicable, will be deemed to have been immediately converted into a Loan or Portion of Principal, as applicable, accruing yield at the sum of the Alternative Base Rate plus the Applicable Margin with respect to any Loan or Portion of Principal, as applicable, accruing yield at Daily One Month Term SOFR.

(b)    If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective lending offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective lending offices) to honor its obligations hereunder to make or maintain any Loan accruing yield at a rate based on Daily One Month Term SOFR, or to determine or charge yield based upon SOFR, the Term SOFR Reference Rate or Daily One Month Term SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make any Loan accruing yield at a rate based on Daily One Month Term SOFR and any right of the Borrower to convert any request for a Loan to a Loan accruing yield at a rate based on Daily One Month Term SOFR, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternative Base Rate without reference to clause (c) of the definition of “Alternative Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all affected Loans or Portions of Principal, as applicable to a Loan or Portion of Principal, as applicable, accruing yield at the Alternative Base Rate (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Alternative Base Rate without reference to clause (c) of the definition of “Alternative Base Rate”) with respect to any Loan or Portion of Principal, as applicable, accruing yield at a rate based on the sum of the Daily One Month Term SOFR plus the Applicable Margin, on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Loan or Portion of Principal, as applicable, accruing yield at a rate based on Daily One Month Term SOFR to such day, or immediately, if any Lender may not lawfully continue to maintain such Loan or Portion of Principal, as applicable, accruing yield at a rate based on Daily One Month Term SOFR to such day.

SECTION 5.05. Security Interest.

(a)    As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower undertakes to grant and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool

Receivables, (iv) the Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.

(b)    The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

SECTION 5.06. Benchmark Replacement Setting

(a)    Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 5.06 will occur prior to the applicable Benchmark Transition Start Date.

(b)    Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.

(c)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.06(d). Any

determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 5.06.

(d)    Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)    Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a conversion to or continuation of Loans to be made, converted or continued during such Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a conversion under the Alternative Base Rate. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternative Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternative Base Rate.

(f)    Certain Defined Terms. As used in this Section 5.06 or otherwise in the Agreement:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 5.06(d).

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 5.06(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. Dollar-denominated syndicated credit facilities at such time and (B) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)    in the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction

Document in accordance with Section 5.06 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 5.06.

“Floor” means a rate of interest equal to 0.0%.

“Relevant Governmental Body” means, the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

(g)    Initial Benchmark Conforming Changes. In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark.

ARTICLE VI

CONDITIONS TO EFFECTIVENESS AND LOANS

SECTION 6.01. Conditions Precedent to Effectiveness and the Initial Credit Extension. This Agreement shall become effective as of the Closing Date when (a) the Administrative Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit I hereto, in each case, in form and substance acceptable to the Administrative Agent and (b) all fees and expenses payable by the Borrower on the Closing Date to the Credit Parties have been paid in full in accordance with the terms of the Transaction Documents.

SECTION 6.02. Conditions Precedent to All Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:

(a)    the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);

(b)    the Master Servicer shall have delivered to the Administrative Agent and each Lender all Monthly Reports and Weekly Reports (if applicable) required to be delivered hereunder;

(c)    the conditions precedent to such Credit Extension specified in clauses (i) through (iii) of Section 2.01 shall be satisfied;

(d)    the most recently delivered Monthly Report does not show that a Borrowing Base Deficit will result from such Credit Extension;

(e)    the most recently delivered Weekly Report (if any) does not show that a Borrowing Base Deficit will result from such Credit Extension; and

(f)    on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct):

(i)    the representations and warranties of the Borrower and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)    no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Credit Extension;

(iii)    no Borrowing Base Deficit exists or would exist immediately after giving effect to such Credit Extension;

(iv)    the Aggregate Principal does not exceed the Facility Limit;

(v)    the Termination Date has not occurred; and

(vi)    no Notice Event has occurred.

SECTION 6.03. Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that:

(a)    after giving effect to such Release, the Master Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest and Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release;

(b)    the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Sale Agreement and amounts owing by the Borrower under any Subordinated Note; and

(c)    on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct):

(i)    the representations and warranties of the Borrower and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)    no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Release;

(iii)    no Borrowing Base Deficit exists or would exist immediately after giving effect to such Release;

(iv)    the Aggregate Principal does not exceed the Facility Limit;

(v)    the Termination Date has not occurred; and

(vi)    no Notice Event has occurred.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

SECTION 7.01. Representations and Warranties of the Borrower. The Borrower represents and warrants to each Credit Party as of the Closing Date, on each Settlement Date, and on the day of each Credit Extension and Release:

(a)    Organization and Good Standing. The Borrower is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b)    Due Qualification. The Borrower is duly qualified to do business as a limited liability company, is in good standing as a foreign limited liability company, and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)    Power and Authority; Due Authorization. The Borrower (i) has all necessary limited liability company power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to the Administrative Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary limited liability company action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

(d)    Binding Obligations. This Agreement and each of the other Transaction Documents to which the Borrower is a party has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)    No Conflict or Violation. The execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents to which the Borrower is a party, and the fulfillment of the terms hereof and thereof, will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under its organizational documents, (ii) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, sale agreement, credit agreement (including the Sinclair Credit Agreement), loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument to which the Borrower is a party or by which it or any of its properties is bound, except in each case to the extent that such conflict or breach could not reasonably be expected to have a Material Adverse Effect, (iii) result in the creation or imposition of any Adverse Claim (other than Permitted Adverse Claims) upon any of the Collateral pursuant to the terms of any such indenture, credit agreement (including the Sinclair Credit Agreement), loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument other than this Agreement and the other Transaction Documents or (iv) conflict with or violate any Communications Laws or any other material Applicable Law with respect to the Borrower.

(f)    Litigation and Other Proceedings. (i) There is no action, suit, proceeding or investigation pending or, to the knowledge of the Borrower, overtly threatened, against the Borrower before any Governmental Authority and (ii) the Borrower is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) and (ii), (A) asserts the invalidity of this Agreement or any other Transaction Document, (B) seeks to prevent the grant of a security interest in any Collateral by the Borrower to the Administrative Agent, the ownership or acquisition by the Borrower of any Pool Receivables, any other Collateral or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, (C) seeks any determination or ruling that could materially and adversely affect the performance by the Borrower of its obligations under, or the validity or enforceability of, this Agreement or

any other Transaction Document or (D) individually or in the aggregate for all such actions, suits, proceedings and investigations, could reasonably be expected to have a Material Adverse Effect.

(g)    Governmental Approvals. Except where the failure to obtain or make such authorization, consent, order, approval or action could not reasonably be expected to have a Material Adverse Effect, all authorizations, consents, orders and approvals of, or other actions by, any Governmental Authority that are required to be obtained by the Borrower in connection with the grant of a security interest in the Collateral to the Administrative Agent hereunder or the due execution, delivery and performance by the Borrower of this Agreement or any other Transaction Document to which it is a party and the consummation by the Borrower of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party have been obtained or made and are in full force and effect.

(h)    Margin Regulations. The Borrower is not engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meanings of Regulations T, U and X of the Board of Governors of the Federal Reserve System).

(i)    Solvency. The Borrower is, and after giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, will be, Solvent.

(j)    Offices; Legal Name. The Borrower’s sole jurisdiction of organization is the State of Delaware and such jurisdiction has not changed within four months prior to the date of this Agreement. The office of the Borrower is located at the address set forth on Schedule III hereto. The legal name of the Borrower is Sinclair Finance SPV, LLC (as such name may be changed in accordance with the terms and conditions of this Agreement).

(k)    Investment Company Act; Volcker Rule. The Borrower (i) is not an “investment company” registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Volcker Rule. In determining that the Borrower is not a “covered fund” under the Volcker Rule, the Borrower relies on, and is entitled to rely on, the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.

(l)    No Material Adverse Effect. Since the date of formation of the Borrower, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(m)    Ownership of Borrower. Sinclair directly owns one hundred percent (100%) of the issued and outstanding Capital Stock and all other equity interests of the Borrower, free and clear of any Adverse Claim (other than any Permitted Adverse Claim). The Borrower’s membership interests are validly issued and there are no options, warrants or other rights to acquire membership interests of the Borrower.

(n)    Payments to Applicable Originators. With respect to each Pool Receivable, the Borrower has given reasonably equivalent value to the applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt.

(o)    Accuracy of Information. All Monthly Reports, Weekly Reports, Loan Requests, Compliance Certificates, schedules, certificates, reports, statements, documents and other information furnished to the Administrative Agent or any other Credit Party by or on behalf of the Borrower pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, taken as a whole, is, at the time the same are so furnished, complete and correct in all material respects on the date the same are furnished to the Administrative Agent or such other Credit Party, and when taken as a whole, does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the Borrower to be reasonable and attainable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may materially differ from the projected results.

(p)    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

(i)    None of (i) the Borrower, any Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Transaction Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws.

(ii)    Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iii)    Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, director, officer, employee, agent and Affiliate of the Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.

(iv)    No proceeds of any Credit Extension have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 8.01(x).

(v)    Neither the Borrower nor any of its Subsidiaries (i) is a “covered foreign person” as that term is used in the Outbound Investment Rules

or (ii) currently engages, or has any present intention to engage in the future, directly or indirectly, in (A) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (B) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if the Borrower were a United States Person or (C) any other activity that would cause the Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause the Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

(q)    Enforceability of Contracts. Each Contract with respect to each Pool Receivable is effective to create, and has created, a valid and binding obligation of the related Obligor to pay the Outstanding Balance of such Receivable created thereunder and any accrued interest thereon, enforceable against such Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(r)    Perfection Representations.

(i)    This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Collateral.

(ii)    The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.

(iii)    The Borrower owns and has good and marketable title to the Collateral free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person.

(iv)    All appropriate financing statements, financing statement amendments, financing change statements and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Sale Agreement and the grant by the Borrower of a security interest in, the Collateral to the Administrative Agent pursuant to this Agreement.

(v)    Other than the security interest granted to the Administrative Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of

collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower.

(vi)    Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 7.01(r) shall be continuing and remain in full force and effect until the Final Payout Date.

(s)    The Lock-Boxes, Originator Accounts and Collection Accounts.

(i)    Instructions. The Borrower or the Master Servicer have instructed all Obligors to remit payments on Receivables to the Originator Account Lock-Boxes, Originator Accounts, Collection Account Lock-Boxes or the Collection Accounts, and has not delivered to any Obligor any instructions to the contrary. The Borrower has taken, or have caused to be taken, all actions necessary or advisable to ensure that all Collections are received in the Originator Account Lock-Boxes, Originator Accounts, Collection Account Lock-Boxes and the Collection Accounts.

(ii)    Nature of Collection Accounts. Each Collection Account constitutes a “deposit account” within the meaning of the applicable UCC.

(iii)    Nature of Originator Accounts. Each Originator Account constitutes a “deposit account” within the meaning of the applicable UCC.

(iv)    Ownership. Each Collection Account Lock-Box and Collection Account is in the name of the Borrower, and the Borrower owns and has good and marketable title to the Collection Accounts free and clear of any Adverse Claim (other than Permitted Adverse Claims). Each Originator Account Lock-Box and Originator Account is in the name of an Originator, and the Originators own and have good and marketable title to the Originator Accounts free and clear of any Adverse Claim (other than Permitted Adverse Claims).

(v)    Arrangement. No Sinclair Party has established any lock-box, lock-box account or other deposit account for the receipt of Collections other than the Originator Account Lock-Boxes, the Originator Accounts, the Collection Account Lock-Boxes and the Collection Accounts. Each Collection Account Lock-Box is linked to a Collection Account. Each Originator Account Lock-Box (of which there are none as of the Closing Date) is linked to an Originator Account.

(vi)    Control Agreements. Each Collection Account Lock-Box and Collection Account is subject to a Control Agreement. No Sinclair Party has granted any Person (other than the Administrative Agent, the Borrower, the Master Servicer and their respective assigns) access to or control of any such Collection Account Lock-Box or Collection Account, or the right to take dominion and control of any such Collection Account Lock-Box or Collection Account at a future time or upon the occurrence of a future event. To the extent that funds other than Collections are deposited into any Collection Account, the Borrower or the Master Servicer can promptly trace and identify which funds constitute Collections.

(vii)    Perfection. The Administrative Agent has “control” (as defined in Section 9-104 of the UCC) over each Collection Account.

(t)    Ordinary Course of Business. Each remittance of Collections by or on behalf of the Borrower to the Credit Parties under this Agreement will have been (i) in payment of an obligation incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and (ii) made in the ordinary course of business or financial affairs of the Borrower.

(u)    Compliance with Laws. The Borrower has complied with all Applicable Laws, except where the failure to be in compliance would not individually or in the aggregate have a Material Adverse Effect.

(v)    Bulk Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

(w)    Eligible Receivables. Each Receivable included as an Eligible Receivable in the calculation of the Net Pool Balance as of any date is an Eligible Receivable as of such date.

(x)    Taxes. The Borrower has (i) timely filed all income and other material Tax returns required to be filed by it (taking into account extensions) and (ii) paid, or caused to be paid, all income and other material Taxes.

(y)    Tax Status. The Borrower (i) is, and has been at all times since formation, a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a U.S. Person and (ii) is not an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. The Borrower is not subject to any Tax in any jurisdiction outside the United States. The Borrower is not subject to any material amount of Taxes imposed by a state or local taxing authority.

(z)    Opinions. The facts regarding the Sinclair Parties, the Receivables, the Related Security and the related matters set forth or assumed in each of the true sale and non-consolidation opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

(aa)    Sinclair Credit Agreement. The facility established by this Agreement and the other Transaction Documents constitutes a “Permitted Receivables Financing” and the Borrower constitutes a “Receivables Subsidiary”, in each case as defined in the Sinclair Credit Agreement.

(bb)    Subordinated Notes. Each of the Subordinated Notes are owned directly by an Originator, free and clear of any Adverse Claim (other than (i) Permitted Adverse Claims and (ii) any Adverse Claim in favor of any secured party under any Sinclair Debt but only so long as such secured party is not foreclosing on or otherwise challenging the enforceability of any Subordinated Note or any provision thereof).

(cc)    Beneficial Ownership Certification. As of the Closing Date, the Borrower is an entity that is organized under the laws of the United States or of any state and at least 51% of whose common stock or analogous equity interest is owned directly or indirectly by a company listed on the New York Stock Exchange or the American Stock Exchange or designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial Ownership Regulation.

(dd)    No Event of Termination or Unmatured Event of Termination. No Event of Termination or Unmatured Event of Termination has occurred and is continuing.

(ee)    Other Transaction Documents. Each representation and warranty made by the Borrower under each other Transaction Document to which it is a party is true and correct in all material respects as of the date when made.

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall remain in full force and effect until the Final Payout Date.

SECTION 7.02. Representations and Warranties of the Master Servicer. The Master Servicer represents and warrants to each Credit Party as of the Closing Date, on each Settlement Date, and on the day of each Loan and Release:

(a)    Due Organization and Qualification. The Master Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of Maryland, with the power and authority under its organizational documents and under the laws of Maryland to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b)    Due Qualification and Licenses.

(i)    The Master Servicer has all requisite power and authority, material Operating Agreements and Licenses for the servicing of the Pool Receivables and to own and operate its properties and to carry on its businesses as now conducted and as proposed to be conducted (it being recognized that certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC or may have pending FCC License renewal applications and, as a result, may be operating under such FCC Licenses pursuant to provisions of the Communications Laws that keep such FCC Licenses in effect until the FCC has taken final action on such renewal applications). Each material Operating Agreement and License was duly and validly issued pursuant to procedures which comply in all material respects with all requirements of Applicable Law. As of the Closing Date and at all times thereafter, the Master Servicer has the right to use all material Licenses required in the ordinary course of business for all Stations and any Permitted Business, and each such License is in full force and effect (it being recognized that certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC or may have pending FCC License renewal applications and, as a result, may be operating under such FCC Licenses pursuant to provisions of the Communications Laws that keep such FCC License in effect until the

FCC has taken final action on such renewal applications). The Master Servicer has taken all material actions and performed all of its material obligations that are necessary to maintain all material Licenses without adverse modification or impairment. No event has occurred which (1) has resulted in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of or any order of forfeiture with respect to, any material License or (2) materially and adversely affects or could reasonably be expected in the future to materially and adversely affect the rights of the Master Servicer thereunder. Each FCC License is held by a by a wholly-owned Subsidiary of the Parent and in accordance with Applicable Law. None of the FCC Licenses requires that any present stockholder, director, officer or employee of the Master Servicer remain a stockholder or employee of such Person, or that any transfer of control of such Person must be approved by any public or governmental body other than the FCC.

(ii)    Excluding any customary applications filed with the FCC seeking the renewal of a FCC License for so long as no Person has filed with the FCC a Petition to Deny such application, no Sinclair Party is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television industries generally) which could in any manner materially threaten or adversely affect the validity or continued effectiveness of the material Licenses of any such Person. No Sinclair Party has any reason to believe that any material Licenses of any Sinclair Party will not be renewed in the ordinary course. Each Sinclair Party (a) has duly filed in a timely manner all material filings, reports, applications, documents, instruments and information required to be filed by it under the Communication Act or pursuant to FCC Regulations or requests of any regulatory body having jurisdiction over any of its Licenses, (b) has submitted to the FCC on a timely basis all required equal employment opportunity reports, and (c) is in compliance with the Communications Laws, including all FCC Regulations relating to the broadcast of television signals, all FCC Regulations concerning the limits on the duration of advertising in children’s programming and the record keeping obligations relating to such advertising, the Children’s Television Act and all FCC Regulations promulgated thereunder and all equal employment opportunity-related FCC Regulations, except where the failure to timely file or submit or to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Sinclair Parties maintain appropriate public files for the Stations in a manner that complies in all material respects with all FCC Regulations.

(c)    Power and Authority; Due Authorization. The Master Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Master Servicer by all necessary action.

(d)    Binding Obligations. This Agreement and each of the other Transaction Documents to which it is a party has been duly executed and delivered by the Master Servicer and constitutes legal, valid and binding obligations of the Master Servicer, enforceable against the Master Servicer in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)    No Conflict or Violation. The execution and delivery of this Agreement and each other Transaction Document to which the Master Servicer is a party, the performance of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms of this Agreement and the other Transaction Documents by the Master Servicer will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents of the Master Servicer, (ii) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, any Operating Agreement, or any indenture, sale agreement, credit agreement (including the Sinclair Credit Agreement), loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which the Master Servicer is a party or by which it or any of its property is bound which in each case could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) result in the creation or imposition of any Adverse Claim (other than any Permitted Adverse Claim) upon any of the Collateral pursuant to the terms of any such indenture, credit agreement (including the Sinclair Credit Agreement), loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents or (iv) conflict with or violate any Communications Law or any other material Applicable Law respecting the Master Servicer or any other Sinclair Party.

(f)    Litigation and Other Proceedings. There is no action, suit, proceeding or investigation pending, or to the Master Servicer’s knowledge overtly threatened, against the Master Servicer before any Governmental Authority: (i) asserting the invalidity of this Agreement or any of the other Transaction Documents; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document; (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Master Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents or (iv) individually or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Material Adverse Effect.

(g)    No Consents. The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization or declaration of or with any Governmental Authority in connection with the execution, delivery, or performance of this Agreement or any other Transaction Document to which it is a party that has not already been obtained, except where the failure to obtain such consent, license, approval, registration, authorization or declaration could not reasonably be expected to have a Material Adverse Effect.

(h)    Compliance with Laws. The Master Servicer has (i) complied with all Applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect, (ii) maintained in effect all qualifications required under Applicable Law in order to properly service the Pool Receivables and (iii) complied in all material respects with all Applicable Laws in connection with servicing the Pool Receivables.

(i)    Accuracy of Information. All Monthly Reports, Weekly Reports, Loan Requests, Compliance Certificates, schedules, certificates, reports, statements, documents and other information furnished to the Administrative Agent or any other Credit Party by the Master Servicer pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, taken as a whole, is, at the time the same are so furnished, complete and correct in all material respects on the date the same are furnished to the Administrative Agent or such other Credit Party, and, when taken as a whole, does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the Master Servicer to be reasonable and attainable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may materially differ from the projected results.

(j)    Location of Records. The offices where the initial Master Servicer keeps all of its records relating to the servicing of the Pool Receivables are located at the Master Servicer’s address specified on Schedule III.

(k)    Credit and Collection Policy. The Master Servicer has complied in all material respects with the Credit and Collection Policy with regard to each Pool Receivable and the related Contracts.

(l)    Eligible Receivables. Each Receivable included as an Eligible Receivable in the calculation of the Net Pool Balance as of any date is an Eligible Receivable as of such date.

(m)    Servicing Programs. No license or approval is required for the Administrative Agent’s use of any software or other computer program used by the Master Servicer, any Originator or any Sub-Servicer in the servicing of the Pool Receivables, other than (i) those which have been obtained and are in full force and effect and (ii) those for which the failure to obtain could not reasonably be expected to have a Material Adverse Effect.

(n)    Servicing of Pool Receivables. Since the Closing Date there has been no material adverse change in the ability of the Master Servicer to service and collect the Pool Receivables and the Related Security.

(o)    The Lock-Boxes and Collection Accounts.

(i)    Instructions. The Borrower or the Master Servicer have instructed all Obligors to remit payments on Receivables to the Collection Account Lock-Boxes, the Collection Accounts, the Originator Accounts or the Originator Account Lock-Boxes,

and has not delivered to any Obligor any instructions to the contrary. The Borrower has taken, or have caused to be taken, all actions necessary or advisable to ensure that all Collections are received in the Collection Account Lock-Boxes, the Collection Accounts, the Originator Accounts and the Originator Account Lock-Boxes.

(ii)    Nature of Collection Accounts and Originator Accounts. Each Collection Account and Originator Account constitutes a “deposit account” within the meaning of the applicable UCC.

(iii)    Ownership. Each Collection Account Lock-Box and Collection Account is in the name of the Borrower, and the Borrower owns and has good and marketable title to the Collection Accounts free and clear of any Adverse Claim (other than Permitted Adverse Claims). Each Originator Account Lock-Box and Originator Account is in the name of an Originator, and the Originators own and have good and marketable title to the Originator Accounts free and clear of any Adverse Claim (other than Permitted Adverse Claims).

(iv)    Arrangement. No Sinclair Party has established any lock-box, lock-box account or other deposit account for the receipt of Collections other than the Collection Account Lock-Boxes, the Collection Accounts, the Originator Accounts and the Originator Account Lock-Boxes. Each Collection Account Lock-Box is linked to a Collection Account. Each Originator Account Lock-Box (of which there are none as of the Closing Date) is linked to an Originator Account.

(v)    Control Agreements. Each Collection Account Lock-Box and Collection Account is subject to a Control Agreement. No Sinclair Party has granted any Person (other than the Administrative Agent, the Borrower, the Master Servicer and their respective assigns) access to or control of any such Collection Account Lock-Box or Collection Account or any Originator Account Lock-Box or Originator Account, or the right to take dominion and control of any such Collection Account Lock-Box, Collection Account, Originator Account Lock-Box or Originator Account at a future time or upon the occurrence of a future event. To the extent that funds other than Collections are deposited into any Collection Account, the Borrower or the Master Servicer can promptly trace and identify which funds constitute Collections.

(vi)    Perfection. The Administrative Agent has “control” (as defined in Section 9-104 of the UCC) over each Collection Account.

(p)    Sinclair Credit Agreement. The facility established by this Agreement and the other Transaction Documents constitutes a “Permitted Receivables Financing” and the Borrower constitutes a “Receivables Subsidiary”, in each case as defined in the Sinclair Credit Agreement.

(q)    Other Transaction Documents. Each representation and warranty made by the Master Servicer under each other Transaction Document to which it is a party (including, without limitation, the Sale Agreement) is true and correct in all material respects as of the date when made.

(r)    No Material Adverse Effect. Since December 31, 2024, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(s)    Investment Company Act. The Master Servicer is not an “investment company” registered or required to be registered under the Investment Company Act.

(t)    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

(i)    None of (i) the Master Servicer, any Subsidiary or, to the knowledge of the Master Servicer or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) to the knowledge of the Master Servicer, any agent of the Master Servicer or any Subsidiary that will act in any capacity in connection with or benefit from the Transaction Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons; or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws.

(ii)    Each of the Master Servicer and its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote compliance by the Master Servicer and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iii)    Each of the Master Servicer and its Subsidiaries, and to the knowledge of the Master Servicer, director, officer, employee, agent and Affiliate of the Master Servicer and each such Subsidiary, is in compliance with applicable Anti-Corruption Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.

(iv)    No proceeds of any Credit Extension have been used, directly or indirectly, by the Master Servicer, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 8.01(x).

(v)    Neither the Master Servicer nor any of its Subsidiaries (i) is a “covered foreign person” as that term is used in the Outbound Investment Rules or (ii) currently engages, or has any present intention to engage in the future, directly or indirectly, in (A) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (B) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if the Master Servicer were a United States Person or (C) any other activity that would cause the Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause the Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

(u)    Financial Condition. The audited consolidated balance sheets of the Parent and its consolidated Subsidiaries as of December 31, 2024 and the related statements of income and shareholders’ equity of the Parent and its consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished or made available to the Administrative Agent and the Lenders, present fairly in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP.

(v)    ERISA.

(i)    Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws.

(ii)    Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur, (ii) no Plan has failed to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, (iii) neither any Sinclair Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iv) neither any Sinclair Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan and (v) neither any Sinclair Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be subject to Section 4069 or 4212(c) of ERISA.

(w)    Plan Assets. None of the Sinclair Parties or Subsidiaries is an entity deemed to hold “plan assets” within the meaning of the Plan Asset Regulations.

(x)    Solvency. The Master Servicer, together with its Subsidiaries on a consolidated basis, is Solvent.

(y)    Bulk Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

(z)    Subordinated Notes. Each of the Subordinated Notes are owned directly by an Originator, free and clear of any Adverse Claim (other than (i) Permitted Adverse Claims and (ii) any Adverse Claim in favor of any secured party under any Sinclair Debt but only so long as such secured party is not foreclosing on or otherwise challenging the enforceability of any Subordinated Note or any provision thereof).

(aa)    Taxes. The Master Servicer has (i) timely filed all federal, state and other material Tax returns required to be filed by it (taking into account extensions) and (ii) paid, or caused to be paid, all material income and other Taxes, assessments and other governmental charges, if any, other than Taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

(bb)    Tax Status. The Borrower (i) is, and has been at all times since formation, a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a U.S. Person and (ii) is not an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. The Borrower is not subject to any Tax in any jurisdiction outside the United States. The Borrower is not subject to any material amount of Taxes imposed by a state or local taxing authority.

(cc)    Opinions. The facts regarding the Sinclair Parties, the Receivables, the Related Security and the related matters set forth or assumed in each of the true sale and non-consolidation opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

(dd)    No Event of Termination or Unmatured Event of Termination. No Event of Termination or Unmatured Event of Termination has occurred and is continuing.

(ee)    Other Transaction Documents. Each representation and warranty made by the Master Servicer under each other Transaction Document to which it is a party is true and correct in all material respects as of the date when made.

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall remain in full force and effect until the Final Payout Date.

ARTICLE VIII

COVENANTS

SECTION 8.01. Covenants of the Borrower. At all times from the Closing Date until the Final Payout Date:

(a)    Payment of Principal and Interest. The Borrower shall duly and punctually pay Principal, Interest, Fees and all other amounts payable by the Borrower hereunder in accordance with the terms of this Agreement.

(b)    Financial Statements, Reports, Certificates. The Borrower agrees to maintain a system of accounting that enables the Borrower to produce financial statements in accordance with GAAP.

(c)    Existence. The Borrower shall keep in full force and effect its existence and rights as a limited liability company under the laws of the State of Delaware, and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or

shall be necessary to protect the validity and enforceability of this Agreement, the other Transaction Documents, the Collateral.

(d)    Financial Reporting. The Borrower will maintain a system of accounting established and administered in accordance with GAAP, and the Borrower (or the Master Servicer on its behalf) shall furnish to the Administrative Agent and each Lender:

(i)    Annual Financial Statements of the Borrower. Promptly upon completion and in no event later than 120 days after the close of each fiscal year of the Borrower, an annual unaudited income statement and balance sheet of the Borrower certified by a Financial Officer of the Borrower that they fairly present in all material respects, in accordance with GAAP, the financial condition of the Borrower as of the date indicated and the results of its operations for the periods indicated.

(ii)    Monthly Reports. As soon as available and in any event not later than (i) with respect to the first Monthly Report, November 18, 2025 and (ii) thereafter, five (5) Business Days prior to each Settlement Date, a Monthly Report as of the most recently completed Calculation Period.

(iii)    Weekly Reports. If requested by the Administrative Agent or the Majority Lenders following the occurrence and during the continuance of a Level I Notice Event or a Notice Event, a Weekly Report not later than the second Business Day of each calendar week, calculated as of the last day of the immediately prior calendar week.

(iv)    Other Information. Such other information (including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

(v)    Receivable Information. Such additional information regarding (i) the principal amount, payment terms and obligors of the Excluded Receivables and (ii) the amount of Political Advertisement Deposit Balances, in each case, as the Administrative Agent may from time to time reasonably request.

(vi)    Know Your Customer. Promptly upon the request thereof, such other information and documentation required under applicable “know your customer” rules and regulations, the PATRIOT Act or any applicable Anti-Money Laundering Laws or Anti-Corruption Laws, in each case as from time to time reasonably requested by the Administrative Agent or any Lender.

Notwithstanding anything herein to the contrary, any financial information, proxy statements or other material required to be delivered pursuant to this clause (d) shall be deemed to have been furnished to each of the Administrative Agent and each Lender on the date that such report, proxy statement or other material is made available through the SEC’s EDGAR system (or any successor electronic gathering system that is publicly available free of charge).

(e)    Notices. The Borrower (or the Master Servicer on its behalf) will notify the Administrative Agent and each Lender in writing of any of the following events promptly upon (but in no event later than fifteen (15) days after) a Responsible Officer of the Borrower or

any Sinclair Party learns of the occurrence (and continuation, if applicable) thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i)    Notice of Events of Termination or Unmatured Events of Termination. Upon the occurrence and continuation of any Event of Termination or Unmatured Event of Termination, which shall include a statement of Responsible Officer of the Borrower setting forth the details thereof and the action which the Borrower proposes to take with respect thereto.

(ii)    Representations and Warranties. The failure of any representation or warranty made or deemed to be made by the Borrower under this Agreement or any other Transaction Document to be true and correct in any material respect when made.

(iii)    Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding with respect to any Sinclair Party, which with respect to any Person other than the Borrower, could reasonably be expected to have a Material Adverse Effect.

(iv)    Adverse Claim. (A) Any Person shall obtain an Adverse Claim (other than a Permitted Adverse Claim) upon the Collateral or any portion thereof, (B) any Person other than the Borrower, the Master Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Collection Account Lock-Box) or Originator Account (or related Originator Account Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Master Servicer or the Administrative Agent.

(v)    Name Changes. At least thirty (30) days (or such shorter time period as the Administrative Agent may agree in writing in its sole discretion) before any change in any Originator’s or the Borrower’s name, jurisdiction of organization or any other change requiring the amendment of financing statements or other documents filed pursuant to the UCC.

(vi)    Change in Accountants or Accounting Policy. Any change in (A) the external accountants of any Sinclair Party, (B) any accounting policy of the Borrower or (C) any material accounting policy of any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

(vii)    Termination Event. The occurrence of a Purchase and Sale Termination Event under the Sale Agreement.

(viii)    Material Adverse Change. The occurrence of any material adverse change in the business, operations, property or financial condition of (i) the Master Servicer, the Performance Guarantor or any Originator, taken as a whole, other than changes in the ordinary course of business which have not had and would not reasonably be expected to have a Material Adverse Effect and other than changes in the industry in

which the Master Servicer or any of its Subsidiaries operate which would not reasonably be expected to have a Material Adverse Effect or (ii) the Borrower.

(f)    Conduct of Business. The Borrower will carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and will do all things necessary to remain duly organized, validly existing and in good standing as a domestic organization in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

(g)    Compliance with Laws. The Borrower will comply with all Applicable Laws to which it may be subject if (other than with respect to any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions) the failure to comply could reasonably be expected to have a Material Adverse Effect.

(h)    Furnishing of Information and Inspection of Receivables. The Borrower will furnish or cause to be furnished to the Administrative Agent and each Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent or any Lender may reasonably request; provided, that this clause (h) shall not obligate the Borrower to deliver Monthly Reports and Weekly Reports (if any) more frequently than as set forth in clause (d) above. The Borrower will, at the Borrower’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Borrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrower’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that the Borrower shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above and any other similar clause in any Transaction Document in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the first such review during such twelve-month period revealed any materially adverse inaccuracies in any Monthly Report or Weekly Report.

(i)    Payments on Receivables, Collection Accounts and Originator Accounts. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Collection Account Lock-Box, an Originator Account Lock-Box or an Originator Account. The Borrower (or the Master Servicer on its behalf) will cause all Collections received in any Originator Account to be directly transferred to a Collection Account within five Business Days (or if a Level I Notice Event has occurred and is continuing, three Business Days) following receipt thereof in such Originator Account. The Borrower (or the Master Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary

(i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Master Servicer or an Originator, each of the Borrower and the Master Servicer shall, and shall cause such Originator to, hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Borrower shall not permit funds other than (i) Collections on Pool Receivables and other Collateral, (ii) Political Advertisement Deposit Balances and (iii) Affiliate Collections, to be deposited into any Collection Account. In the event that any funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account, the Borrower (or the Master Servicer on its behalf) will within two (2) Business Days transfer such funds out of the Collection Accounts. The Borrower (or the Master Servicer on its behalf) shall provide such information with respect to Affiliate Collections and Political Advertisement Deposit Balances deposited into any Collection Account as reasonably requested by the Administrative Agent from time to time. The Borrower (or the Master Servicer on its behalf) will cause each Collection Account Bank to comply with the terms of each applicable Control Agreement. The Borrower shall only add a Collection Account (or a related Collection Account Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Collection Account Lock-Box), a Collection Account Bank, an Originator Account (or a related Originator Account Lock-Box) or an Originator Account Bank with the prior written consent of the Administrative Agent. The Borrower shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

(j)    Disposal of Assets. Except as otherwise provided herein, the Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (other than Permitted Adverse Claims) upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or any Collateral, or assign any right to receive income in respect thereof.

(k)    Extension or Amendment of Pool Receivables. Except as otherwise permitted in Section 9.02, the Borrower will not, and pursuant to Section 8.02(h) the Master Servicer will not, alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract. The Borrower shall at its expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(l)    Change in Credit and Collection Policy. The Borrower will not make any material change in the Credit and Collection Policy without the prior written consent of the Administrative Agent and the Majority Lenders. Promptly following any change in the Credit and Collection Policy, the Borrower or Master Servicer will deliver a copy of the updated Credit

and Collection Policy and a summary of all changes to the Administrative Agent and each Lender.

(m)    Fundamental Changes. The Borrower shall not, without the prior written consent of the Administrative Agent and the Majority Lenders, permit itself (i) to merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person or (ii) undertake any division of its rights, assets, obligations, or liabilities pursuant to a plan of division or otherwise pursuant to Applicable Law or (iii) to be directly owned by any Person other than an Originator. The Borrower shall not, without the prior written consent of the Administrative Agent and the Majority Lenders, make any change in the Borrower’s name, identity, corporate structure as a limited liability company or location of organization or make any other change in the Borrower’s identity or corporate structure as a limited liability company that could impair or otherwise render any financing statement or other document filed pursuant to the UCC in connection with this Agreement or any other Transaction Document or otherwise render any such financing statement or other document filed pursuant to the UCC “seriously misleading” as such term (or similar term) is used in the applicable UCC.

(n)    Books and Records. The Borrower shall maintain and implement (or cause the Master Servicer to maintain and implement) administrative and operating procedures (including (i) an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof, (ii) procedures to identify and track Political Advertisement Deposit Balances and (iii) procedures to identify and track sales with respect to, and collections on, Excluded Receivables), and keep and maintain (or cause the Master Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables and the identification and reporting of all Excluded Receivables and Political Advertisement Deposit Balances (including records adequate to permit the daily identification of each Pool Receivable, Excluded Receivable and Political Advertisement Deposit Balance and all Collections of and adjustments to each existing Pool Receivable and Excluded Receivable).

(o)    Identifying of Records. The Borrower shall: (i) place (or cause the Master Servicer to place) in its books and records that it generates relating to Pool Receivables and related Contracts a legend that indicates that the Pool Receivables have been sold or pledged in accordance with this Agreement and (ii) cause each Originator to do the same.

(p)    Change in Payment Instructions to Obligors. The Borrower shall not (and shall not permit the Master Servicer or any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Collection Account Lock-Box) or make any change in its (or their) instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Collection Account Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Collection Account Lock-Box), unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change and (ii) a signed and acknowledged Control Agreement (or amendment thereto) with respect to such new Collection Accounts (or any related Collection Account Lock-Box), and the Administrative Agent shall have consented to such change in writing (which consent shall not be unreasonably withheld, delayed or conditioned).

(q)    Security Interest, Etc. The Borrower shall (and shall cause the Master Servicer to), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable security interest in the Collateral, and a first priority perfected security interest in the Collateral, in each case free and clear of any Adverse Claim (other than Permitted Adverse Claims), in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, the Borrower shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Pool Receivables, Related Security and Collections. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Borrower to file such financing statements or other documents under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Borrower shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes any Collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

(r)    Certain Agreements. Without the prior written consent of the Administrative Agent and the Majority Lenders, the Borrower will not (and will not permit any Originator or the Master Servicer to) amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Borrower’s organizational documents which requires the consent of the “Independent Director” (as such term is used in the Borrower’s Limited Liability Company Agreement).

(s)    Restricted Payments. (i) Except pursuant to clause (ii) below, the Borrower will not: (A) purchase or redeem any of its membership interests, (B) declare or pay any dividend or set aside any funds for any such purpose, (C) prepay, purchase or redeem any Debt, (D) lend or advance any funds or (E) repay any loans or advances to, for or from any of its Affiliates (the amounts described in clauses (A) through (E) being referred to as “Restricted Payments”).

(ii)    Subject to the limitations set forth in clause (iii) below, the Borrower may make Restricted Payments so long as such Restricted Payments are made only in one or more of the following ways: (A) the Borrower may make cash payments (including prepayments) on the Subordinated Notes in accordance with their respective terms and (B) the Borrower may declare and pay dividends if, both immediately before and immediately after giving effect thereto, the Borrower’s Net Worth is not less than the Required Capital Amount.

(iii)    The Borrower may make Restricted Payments only out of the funds, if any, it receives pursuant to Sections 4.01 of this Agreement; provided that the Borrower shall not pay, make or declare any Restricted Payment (including any dividend) if, after giving effect thereto, any Event of Termination or Unmatured Event of Termination shall have occurred and be continuing.

(t)    Other Business. The Borrower will not: (i) engage in any business other than the transactions contemplated by the Transaction Documents, (ii) create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Debt, except for Debt evidenced by this Agreement, the Subordinated Notes or the other Transaction Documents or (iii) form or acquire any Subsidiary or make any investments in any other Person.

(u)    Use of Collections Available to the Borrower. The Borrower shall apply the Collections available to the Borrower to make payments in the following order of priority: (i) the payment of its due and payable obligations under this Agreement and each of the other Transaction Documents (other than the Subordinated Notes), (ii) the payment of accrued and unpaid interest on the Subordinated Notes and (iii) other legal and valid purposes.

(v)    Further Assurances; Change in Name or Jurisdiction of Origination, etc. (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

(ii)    The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.

(iii)    The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization.

(w)    Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions.  The Borrower will (a) maintain in effect and enforce policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (b) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (c) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

(x)    Use of Proceeds. The Borrower will not request any Loan, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

(y)    Borrower’s Net Worth. The Borrower shall not permit the Borrower’s Net Worth to be less than the Required Capital Amount.

(z)    Transactions with Affiliates. The Borrower will not, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of the Borrower except for the transactions permitted or contemplated by this Agreement, the Sale Agreement, the Subordinated Note and the other Transaction Documents.

(aa)    Taxes. The Borrower will (i) timely file (including, without limitation, on or prior to any applicable deadline under any extension) all income and other material Tax returns required to be filed by it and (ii) pay, or cause to be paid, all income and other material Taxes, other than Taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

(bb)    Federal Assignment of Claims Act; Etc. If requested by the Administrative Agent during the existence of an Event of Termination, the Borrower shall prepare and make any filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Receivables from Obligors that are Governmental Authorities, that are necessary or desirable in order for the Administrative Agent to enforce such Receivable against any Obligor thereof.

(cc)    Commingling. The Borrower (or the Master Servicer on their behalf) will, and will cause each Originator to, at all times, take commercially reasonable actions to ensure that on and after the Closing Date that no funds are deposited into any Collection Account other than Collections on Pool Receivables, Affiliate Collections and Political Advertisement Deposit Balances.

(dd)    Borrower’s Tax Status. The Borrower will remain a wholly-owned subsidiary of a U.S. Person. The Borrower shall not (i) become treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a U.S. Person or (ii) become an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. The Borrower shall not become subject to any Tax in any jurisdiction outside the United States. The Borrower shall not become subject to any material amount of Taxes imposed by a state or local taxing authority.

SECTION 8.02. Covenants of the Master Servicer. At all times from the Closing Date until the Final Payout Date:

(a)    Existence. The Master Servicer shall keep in full force and effect its existence and rights as a corporation or other entity under the laws of the State of Maryland. The Master Servicer shall obtain and preserve its Licenses and qualification to do business in each jurisdiction in which the conduct of its business or the servicing of the Pool Receivables as required by this Agreement requires such qualification, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)    Financial Reporting. The Master Servicer will maintain a system of accounting established and administered in accordance with GAAP, and the Master Servicer shall furnish to the Administrative Agent and each Lender:

(i)    Quarterly Financial Statements of Parent. With respect to each of the first three fiscal quarters of each fiscal year of Parent on or before the date that is 60 days after the end of each such fiscal quarter, consolidated balance sheets, statements of operations and statements of cash flows of Parent as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial position and results of operations and cash flows of Parent and its Subsidiaries as of the end of and for such fiscal quarter (except in the case of cash flows) and such portion of the fiscal year on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(ii)    Annual Financial Statements of Parent. As soon as available, and in any event within 120 days after the end of each fiscal year of the Parent, audited consolidated balance sheets, statements of operations and statements of cash flows of Parent as of the end of and for such fiscal year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year (or in the case of the balance sheet, as of the end of such previous fiscal year), all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized

national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Debt occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations and cash flows of Parent and its Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied.

(iii)    Compliance Certificates. Within five (5) Business Days of the date that the financial statements are furnished pursuant to clause (i) or clause (ii) above, a Compliance Certificate, signed by a Financial Officer of the Master Servicer stating that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, or if any Event of Termination or Unmatured Event of Termination has occurred and is continuing, stating the nature and status thereof.

(iv)    Monthly Report. As soon as available and in any event not later than (i) with respect to the first Monthly Report, November 18, 2025 and (ii) thereafter, five (5) Business Days prior to each Settlement Date, a Monthly Report as of the most recently completed Calculation Period.

(v)    Weekly Reports. If requested by the Administrative Agent or the Majority Lenders following the occurrence and during the continuance of a Level I Notice Event or a Notice Event, a Weekly Report not later than the second Business Day of each calendar week, calculated as of the last day of the immediately prior calendar week.

(vi)    Know Your Customer. Promptly upon the request thereof, such other information and documentation required under applicable “know your customer” rules and regulations, the PATRIOT Act or any applicable Anti-Money Laundering Laws or Anti-Corruption Laws, in each case as from time to time reasonably requested by the Administrative Agent or any Lender.

(vii)    Other Information. Such other information (including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

(viii)    Receivable Information. Such additional information regarding (i) the principal amount, payment terms and obligors of the Excluded Receivables and (ii) the amount of Political Advertisement Deposit Balances, in each case, as the Administrative Agent may from time to time reasonably request.

Notwithstanding anything herein to the contrary, any financial information, proxy statements or other material required to be delivered pursuant to this clause (b) shall be deemed to have been furnished to each of the Administrative Agent and each Lender on the date that such report, proxy statement or other material is made available through the

SEC’s EDGAR system (or any successor electronic gathering system that is publicly available free of charge).

(c)    Notices. The Master Servicer will notify the Administrative Agent and each Lender in writing of any of the following events promptly upon (but in no event later than fifteen (15) days after) a Responsible Officer of the Master Servicer or any other Sinclair Party learning of the occurrence thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i)    Notice of Events of Termination or Unmatured Events of Termination. A statement of a Responsible Officer of the Master Servicer setting forth details of any Event of Termination or Unmatured Event of Termination that has occurred and is continuing and the action which the Master Servicer proposes to take with respect thereto.

(ii)    Representations and Warranties. The failure of any representation or warranty made or deemed made by the Master Servicer under this Agreement or any other Transaction Document to be true and correct in any material respect when made.

(iii)    Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding which could reasonably be expected to have a Material Adverse Effect.

(iv)    Adverse Claim. (A) Any Person shall obtain an Adverse Claim (other than a Permitted Adverse Claim) upon the Collateral or any portion thereof, (B) any Person other than the Borrower, the Master Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Collection Account Lock-Box) or Originator Account (or related Originator Account Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Master Servicer or the Administrative Agent.

(v)    Name Changes. At least thirty (30) days (or such shorter time period as the Administrative Agent may agree in writing in its sole discretion) before any change in any Originator’s or the Borrower’s name, jurisdiction of organization or any other change requiring the amendment of financing statements or other documents filed pursuant to the UCC.

(vi)    Change in Accountants or Accounting Policy. Any change in (A) the external accountants of any Sinclair Party, (B) any accounting policy of the Borrower or (C) any material accounting policy of any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

(vii)    ERISA Event. The occurrence of an ERISA Event that could reasonably be expected to result in a Material Adverse Effect.

(viii)    Termination Event. The occurrence of a Purchase and Sale Termination Event under the Sale Agreement.

(ix)    Material Adverse Change. Promptly after the occurrence thereof, notice of any material adverse change in the business, operations, property or financial condition of (i) the Master Servicer, the Performance Guarantor or any Originator, taken as a whole, other than changes in the ordinary course of business which have not had and would not reasonably be expected to have a Material Adverse Effect and other than changes in the industry in which the Master Servicer or any of its Subsidiaries operate which would not reasonably be expected to have a Material Adverse Effect or (ii) the Borrower.

(x)    Licenses. (i) Any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Master Servicer or any other Sinclair Party, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which any Sinclair Party has knowledge which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by any Sinclair Party, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Sinclair Parties are taking and propose to take with respect thereto.

(d)    Conduct of Business. The Master Servicer will engage in only Permitted Businesses, and will do all things necessary to remain duly organized, validly existing and in good standing as a domestic corporation in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted if the failure to have such authority could reasonably be expected to have a Material Adverse Effect.

(e)    Compliance with Laws. The Master Servicer will comply with all Applicable Laws to which it may be subject if the failure to comply could reasonably be expected to have a Material Adverse Effect.

(f)    Furnishing of Information and Inspection of Receivables. The Master Servicer will furnish or cause to be furnished to the Administrative Agent and each Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent or any Lender may reasonably request; provided, that this clause (f) shall not obligate the Master Servicer to deliver Monthly Reports and Weekly Reports (if any) more frequently than as set forth in clause(b) above. The Master Servicer will, at the Master Servicer’s expense, during regular business hours with reasonable prior written notice, (i) permit the Administrative Agent and each Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Master Servicer for the

purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Master Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Master Servicer having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Master Servicer’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Pool Receivables, the other Collateral; provided, that the Master Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above and any other similar clause in any Transaction Document in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the first such review during such twelve-month period revealed any materially adverse inaccuracies in any Monthly Report or Weekly Report.

(g)    Payments on Receivables, Collection Accounts and Originator Accounts. The Master Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Collection Account Lock-Box, an Originator Account Lock-Box or an Originator Account. The Master Servicer will cause all Collections received in any Originator Account to be directly transferred to a Collection Account within five Business Days (or if a Level I Notice Event has occurred and is continuing, three Business Days) following receipt thereof in such Originator Account. The Master Servicer will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from other property of the Master Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Master Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Master Servicer shall not permit funds other than (i) Collections on Pool Receivables and other Collateral, (ii) Political Advertisement Deposit Balances and (iii) Affiliate Collections, to be deposited into any Collection Account. In the event that any funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account, the Master Servicer will within two (2) Business Days transfer such funds out of the Collection Accounts. The Master Servicer shall provide such information with respect to Affiliate Collections and Political Advertisement Deposit Balances deposited into any Collection Account as reasonably requested by the Administrative Agent from time to time. The Master Servicer shall only add a Collection Account (or a related Collection Account Lock-Box), a Collection Account Bank, an Originator Account (or a related Originator Account Lock-Box) or an Originator Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and, if applicable, an executed and acknowledged copy of a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Master Servicer shall only terminate a Collection Account Bank or Originator Account Bank or close a Collection Account (or a related Collection Account Lock-Box) or an Originator Account (or a related Originator Account Lock-Box) with the prior written consent of the Administrative Agent. The Master Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

(h)    Extension or Amendment of Pool Receivables. Except as otherwise permitted in Section 9.02, the Master Servicer will not alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract. The Master Servicer shall at its expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(i)    Change in Credit and Collection Policy. The Master Servicer will not make any material change in the Credit and Collection Policy without the prior written consent of the Administrative Agent and the Majority Lenders. Promptly following any change in the Credit and Collection Policy, the Master Servicer will deliver a copy of the updated Credit and Collection Policy and a summary of all changes to the Administrative Agent and each Lender.

(j)    Records. The Master Servicer will maintain and implement administrative and operating procedures (including (i) an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof, (ii) procedures to identify and track Political Advertisement Deposit Balances and (iii) procedures to identify and track sales with respect to, and collections on, Excluded Receivables), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the timely and full collection of all Pool Receivables and the identification and reporting of all Excluded Receivables and Political Advertisement Deposit Balances (including records adequate to permit the daily identification of each Pool Receivable, Excluded Receivable and Political Advertisement Deposit Balance and all Collections of and adjustments to each existing Pool Receivable and Excluded Receivable).

(k)    Identifying of Records. The Master Servicer shall place in its books and records that it generates relating to Pool Receivables and related Contracts a legend that indicates that the Pool Receivables have been sold or pledged in accordance with this Agreement.

(l)    Change in Payment Instructions to Obligors. The Master Servicer shall not (and shall not permit any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Collection Account Lock-Box) or make any change in its instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Collection Account Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Collection Account Lock-Box), unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change and (ii) a signed and acknowledged Control Agreement (or an amendment thereto) with respect to such new Collection Accounts (or any related Collection Account Lock-Box) and the Administrative Agent shall have consented to such change in writing (which consent shall not be unreasonably withheld, delayed or conditioned).

(m)    Security Interest, Etc. The Master Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable first priority perfected security interest in the Collateral, in each case free and clear of any Adverse Claim (other than Permitted Adverse Claims) in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence the

security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, the Master Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Pool Receivables, Related Security and Collections. The Master Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, financing change statements, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Master Servicer to file such financing statements and other documents under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Master Servicer shall not have any authority to file a termination, partial termination, release, partial release, discharge or any amendment that deletes the name of a debtor or excludes any Collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

(n)    Further Assurances; Change in Name or Jurisdiction of Origination, etc. The Master Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under this Agreement or any other Transaction Document. Without limiting the foregoing, the Master Servicer hereby authorizes, and will, upon the request of the Administrative Agent, at the Master Servicer’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

(o)    Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions.  The Master Servicer will, and will cause each of its respective Subsidiaries to (a) maintain in effect and enforce policies and procedures designed to promote compliance by the Master Servicer, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (b) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (c) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the

Administrative Agent or such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

(p)    Insurance. The Master Servicer will maintain insurance, including, without limitation, business interruption coverage and public liability coverage insurance from responsible companies in such amounts and against such risks to the Master Servicer as is prudent for similarly situated companies engaged in the television broadcast industry or same industry as any other Permitted Business, as applicable.

(q)    Taxes. The Master Servicer will (i) timely file (including, without limitation, on or prior to any applicable deadline under any extension) all income and other material Tax returns (federal, state and local) required to be filed by it and (ii) pay, or cause to be paid, all income and other material Taxes, assessments and other governmental charges, if any, other than Taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

(r)    Federal Assignment of Claims Act; Etc. If requested by the Administrative Agent during the existence of an Event of Termination, the Master Servicer shall prepare and make any filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Receivables from Obligors that are Governmental Authorities, that are necessary or desirable in order for the Administrative Agent to enforce such Receivable against any Obligor thereof.

(s)    Commingling. The Master Servicer will, and will cause each Originator to, at all times, take commercially reasonable actions to ensure that on and after the Closing Date that no funds are deposited into any Collection Account other than Collections on Pool Receivables, Affiliate Collections and Political Advertisement Deposit Balances.

(t)    Borrower’s Tax Status. The Master Servicer shall not take or cause any action to be taken that could result (and shall not fail to take any action the omission of which could result) in the Borrower becoming, and shall not permit the Borrower to become, (i) treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 that is a wholly-owned subsidiary of a U.S. Person for U.S. federal income tax purposes, (ii) an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, (iii) subject to any Tax in any jurisdiction outside the United States or (iv) subject to any material amount of Taxes imposed by a state or local taxing authority.

(u)    Ratings. The Master Servicer will use commercially reasonable efforts to cause the Performance Guarantor or Sinclair Inc. to be continuously rated by at least two Rating Agencies (but not to maintain a specific rating).

(v)    Commingling. The Master Servicer will, and will cause each Originator to, ensure that for each Calculation Period, that the Commingling Ratio for such Calculation Period does not exceed 5.0%.

SECTION 8.03. Separate Existence of the Borrower. Each of the Borrower and the Master Servicer hereby acknowledges that the Secured Parties, the Lenders and the Administrative Agent are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Borrower’s identity as a legal entity separate from any Originator, the Master Servicer, the Performance Guarantor and their Affiliates. Therefore, each of the Borrower and Master Servicer shall take all steps specifically required by this Agreement or reasonably required by the Administrative Agent or any Lender to continue the Borrower’s identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of the Performance Guarantor, the Originators, the Master Servicer and any other Person, and is not a division of any of the Performance Guarantor, the Originators, the Master Servicer, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, each of the Borrower and the Master Servicer shall take such actions as shall be required in order that:

(a)    Special Purpose Entity. The Borrower will be a special purpose company whose primary activities are restricted in its Limited Liability Company Agreement to: (i) purchasing or otherwise acquiring from the Originators, owning, holding, collecting, granting security interests or selling interests in the Collateral, (ii) entering into agreements for the selling, servicing and financing of the Receivables Pool (including the Transaction Documents) and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities.

(b)    No Other Business or Debt. The Borrower shall not engage in any business or activity except as set forth in this Agreement and the other Transaction Documents nor, incur any indebtedness or liability other than as expressly permitted by the Transaction Documents.

(c)    Independent Manager. Not fewer than one member of the Borrower’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Borrower or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Borrower or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by

Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse.

The Borrower shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Borrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Borrower shall provide written notice of such election or appointment within ten (10) Business Days after the happening of such event) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c).

The Borrower’s Limited Liability Company Agreement shall provide that: (A) the Borrower’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager.

The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Borrower, the Parent, the Performance Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

(d)    Organizational Documents. The Borrower shall maintain its organizational documents in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its ability to comply with the terms and provisions of any of the Transaction Documents. The Borrower shall in all material respects comply with the requirements of its organizational documents including, but not limited to, Section 9(j)(iv) thereof.

(e)    Conduct of Business. The Borrower shall conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and

customary company formalities, including, but not limited to, holding all regular and special members’ and board of managers’ meetings appropriate to authorize all company action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.

(f)    Compensation. Any officer, employee, independent contractor, consultant or agent of the Borrower will be compensated from the Borrower’s funds for services provided to the Borrower, and to the extent that Borrower shares the same officers, employees, independent contractors, consultants or agents as the Master Servicer (or any other Affiliate thereof), the salaries, fees, costs and expenses relating to such Persons shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with such common officers, employees, independent contractors, consultants and agents. The Borrower will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool, which servicer will be fully compensated for its services by payment of the Servicing Fee.

(g)    Servicing and Costs. The Borrower will contract with the Master Servicer to perform for the Borrower all operations required on a daily basis to service the Receivables Pool. The Borrower will not incur any indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) that are not reflected in the Servicing Fee. To the extent, if any, that the Borrower (or any Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered.

(h)    Operating Expenses. The Borrower’s operating expenses will not be paid by the Master Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof other than certain limited expenses as permitted by the Transaction Documents.

(i)    Stationery. The Borrower will use separate stationery, invoices and checks.

(j)    Books and Records. The Borrower’s books and records will be maintained separately from those of the Master Servicer, the Parent, the Performance Guarantor, the Originators and any of their Affiliates and in a manner such that it will not be difficult or costly to segregate, ascertain or otherwise identify the assets and liabilities of the Borrower.

(k)    Disclosure of Transactions. All financial statements of the Master Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof that are consolidated to include the Borrower will disclose that (i) the Borrower’s sole business consists of the purchase or acceptance through capital contributions of the Receivables and Related Rights from the Originators and the subsequent retransfer of or granting of a security interest in such Receivables and Related Rights to the Administrative Agent pursuant to this Agreement, (ii) the Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Borrower’s assets prior to any assets or value in the Borrower becoming available to the Borrower’s equity holders and (iii) the assets of the

Borrower are not available to pay creditors of the Master Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof.

(l)    Segregation of Assets. The Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof.

(m)    Corporate Formalities. The Borrower will strictly observe limited liability company formalities in its dealings with the Master Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of the Borrower will not be commingled with those of the Master Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintain joint bank accounts or other depository accounts to which the Master Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Master Servicer solely in its capacity as such) has independent access. The Borrower is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Master Servicer, the Parent, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof. The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.

(n)    Arm’s-Length Relationships. The Borrower will maintain arm’s-length relationships with the Master Servicer, the Parent, the Performance Guarantor, the Originators and any Affiliates thereof. Any Person that renders or otherwise furnishes services to the Borrower will be compensated by the Borrower at market rates for such services it renders or otherwise furnishes to the Borrower. Neither the Borrower on the one hand, nor the Master Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other. The Borrower, the Master Servicer, the Parent, the Performance Guarantor, the Originators and their respective Affiliates will immediately correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

(o)    Allocation of Overhead. To the extent that Borrower, on the one hand, and the Master Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and the Borrower shall bear its fair share of such expenses, which may be paid through the Servicing Fee or otherwise.

(p)    Conduct of Business. Borrower has conducted and shall conduct its business solely in its own name.

(q)    No Holding Out. Borrower has not held itself out and Borrower shall not hold itself out as having agreed to pay indebtedness incurred by any other Sinclair Parties or any Affiliate thereof. Borrower has not guaranteed and Borrower will not guarantee or become

obligated for the debts of any other Person. Borrower has not held and Borrower will not hold itself out as being responsible for the debts or obligations of any other Person.

ARTICLE IX

ADMINISTRATION AND COLLECTION OF RECEIVABLES

SECTION 9.01. Appointment of the Master Servicer.

(a)    The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Master Servicer in accordance with this Section 9.01. Until the Administrative Agent gives notice to Sinclair (in accordance with this Section 9.01) of the designation of a new Master Servicer, Sinclair is hereby designated as, and hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms hereof. Upon the occurrence and continuance of an Event of Termination, the Administrative Agent may (with the consent of the Majority Lenders) and shall (at the direction of the Majority Lenders) designate as Master Servicer any Person (including itself) to succeed Sinclair or any successor Master Servicer (other than a Sinclair Competitor), on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Master Servicer pursuant to the terms hereof.

(b)    Upon the designation of a successor Master Servicer as set forth in clause (a) above, Sinclair agrees that it will terminate its activities as Master Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Master Servicer, and Sinclair shall cooperate with and assist such new Master Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Master Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security.

(c)    Sinclair acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Lender have relied on Sinclair’s agreement to act as Master Servicer hereunder. Accordingly, Sinclair agrees that it will not voluntarily resign as Master Servicer without the prior written consent of the Administrative Agent and the Majority Lenders.

(d)    The Master Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”) and the performance of such duties and obligations by the Sub-Servicer shall be deemed performance thereof by the Master Servicer; provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Master Servicer pursuant to the terms hereof, (ii) the Master Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent and each Lender shall have the right to look solely to the Master Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon the termination of the Master Servicer hereunder by giving notice of its desire to terminate such agreement to the Master Servicer (and the Master Servicer shall provide appropriate notice to each such Sub-Servicer) and (v) if such Sub-Servicer is not an Affiliate of the Parent, the Administrative Agent and the

Majority Lenders shall have consented in writing in advance to such delegation; provided, no such consent shall be required with respect to the delegation of any duties to outside collection agencies with respect to Defaulted Receivables.

SECTION 9.02. Duties of the Master Servicer.

(a)    The Master Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators. The Master Servicer shall set aside, for the accounts of each Lender, the amount of Collections to which each such Lender is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Credit and Collection Policy, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Termination has occurred and is continuing, the Master Servicer may take such action only upon the prior written consent of the Administrative Agent. The Borrower shall deliver to the Master Servicer and the Master Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Lender), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable.

(b)    The Master Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Master Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Master Servicer, or that have been obtained by the Master Servicer, in connection with this Agreement.

SECTION 9.03. Collection Account Arrangements. On or prior to the Closing Date, the Borrower shall have entered into Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. Upon the occurrence and during the continuance of an Event of Termination, the Administrative Agent may (with the consent of the Majority Lenders) and shall (upon the direction of the Majority Lenders) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control

over the funds deposited therein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Master Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent.

SECTION 9.04. Enforcement Rights.

(a)    At any time following the occurrence and during the continuation of an Event of Termination:

(i)    the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;

(ii)    the Administrative Agent may instruct the Borrower or the Master Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Master Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Master Servicer, as the case may be; provided, that if the Borrower or the Master Servicer, as the case may be, fails to so notify each Obligor within five (5) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Master Servicer’s, as the case may be, expense) may so notify the Obligors;

(iii)    the Administrative Agent may request the Master Servicer to, and upon such request the Master Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Master Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee;

(iv)    the Administrative Agent may notify the Collection Account Banks that the Borrower and the Master Servicer will no longer have any access to the Collection Accounts;

(v)    the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Master Servicer; and

(vi)    the Administrative Agent may collect any amounts due from an Originator under the Sale Agreement or the Performance Guarantor under the Performance Guarantee.

For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Termination are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents.

(b)    The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Termination, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

(c)    The Master Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Master Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Master Servicer and on behalf of the Master Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Termination, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Master Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

SECTION 9.05. Responsibilities of the Borrower.

(a)    Anything herein to the contrary notwithstanding, the Borrower shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Credit Party of their respective rights hereunder shall not relieve the Borrower from such obligations and (ii) pay or cause to be paid when due any sales tax, excise tax, personal property tax or similar taxes that are payable in connection with the Pool Receivables and their creation and satisfaction except to the extent that such taxes are being contested in good faith and appropriate reserves have been maintained in accordance with GAAP. None of the Credit Parties shall have any obligation or liability with

respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Borrower, the Master Servicer or any Originator thereunder.

(b)    Sinclair hereby irrevocably agrees that if at any time it shall cease to be the Master Servicer hereunder, it shall act (if the then-current Master Servicer so requests) as the data-processing agent of the Master Servicer and, in such capacity, Sinclair shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that Sinclair conducted such data-processing functions while it acted as the Master Servicer. In connection with any such processing functions, the Borrower shall pay to Sinclair its reasonable out-of-pocket costs and expenses from the Borrower’s own funds (subject to the priority of payments set forth in Section 4.01).

SECTION 9.06. Servicing Fee.

(a)    Subject to clause (b) below, the Borrower shall pay the Master Servicer a fee (the “Servicing Fee”) equal to 1.00% per annum of the aggregate Outstanding Balance of the Pool Receivables as of the last day of each Calculation Period. Accrued Servicing Fees shall be payable from Collections to the extent of available funds in accordance with Section 4.01.

(b)    If the Master Servicer ceases to be Sinclair or an Affiliate thereof, the Servicing Fee shall be the greater of: (i) the amount calculated pursuant to clause (a) above and (ii) an alternative amount specified by the successor Master Servicer not to exceed 110% of the aggregate reasonable costs and expenses incurred by such successor Master Servicer in connection with the performance of its obligations as Master Servicer hereunder.

SECTION 9.07. Excluded Obligors.

(a)    So long as each of the Exclusion Conditions shall be satisfied, the Borrower may, from time to time and at its sole discretion, request that one or more Obligors be designated as Excluded Obligors by delivering an Excluded Obligor Request to the Administrative Agent and each Lender, which Excluded Obligor Request shall (i) list the names of such proposed Excluded Obligors, (ii) specify the proposed effective date with respect to such proposed Excluded Obligors (which date shall be no less than thirty (30) days following the date of such Excluded Obligor Request), (iii) include a pro forma Monthly Report after giving effect to such request and (iv) include a replacement Schedule IV after giving effect to such request. For purposes of this Section 9.07, “Exclusion Conditions” means, as of any date of determination, the satisfaction of all of the following conditions on such date: (i) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, or would result from the proposed designation of such Obligors as Excluded Obligors, (ii) after giving effect to such proposed designation of such Obligors as Excluded Obligors, no Borrowing Base Deficit exists or would exist, (iii) the Termination Date has not occurred and (iv) the aggregate Outstanding Balance of all Receivables of such proposed Excluded Obligor as of the date of such Excluded Obligor Request plus the aggregate Outstanding Balance of all Receivables of each other Excluded Obligor that became an Excluded Obligor during the prior twelve months (measured as of the date such Person became an Excluded Obligor) do not exceed 10.0% of the aggregate Outstanding Balance of all Pool Receivables as of such date.

(b)    So long as (i) as of the applicable Excluded Obligor Date and after giving effect to such Obligor’s designation as an Excluded Obligor, each of the Exclusion Conditions has been satisfied and (ii) the Borrower has delivered such Excluded Obligor Request in accordance with Section 9.07(a) above, then upon the countersignature by the Administrative Agent of such Excluded Obligor Request, each such proposed Excluded Obligor shall constitute an Excluded Obligor as of the related Excluded Obligor Date and shall no longer constitute an Obligor for purposes of the Transaction Documents.

SECTION 9.08. Unbilled Receivables. The Borrower and the Master Servicer shall cooperate in good faith with the Administrative Agent to develop and maintain accurate reporting with respect to Unbilled Receivables and Eligible Unbilled Receivables for purposes of delivery of Weekly Reports. In connection with such development of reporting, the Administrative Agent may request that such reporting is reviewed as part of any audit or field exam of the Receivables in order to confirm the accuracy of such reporting. Until such time, if any, that the Administrative Agent has confirmed in writing that it has been satisfied as to the ability of the Borrower and the Master Servicer to accurately report values of Unbilled Receivables and Eligible Unbilled Receivables for purposes of Weekly Reports, no Unbilled Receivable shall constitute an Eligible Receivable in any Weekly Report.

ARTICLE X

EVENTS OF TERMINATION

SECTION 10.01. Events of Termination. If any of the following events (each an “Event of Termination”) shall occur:

(a)    (i) any Sinclair Party shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document (other than any such failure not specifically referred to elsewhere in this Section 10.01), and such failure, solely to the extent capable of cure, shall continue for a period of (x) in the case of any Specified Covenant, fifteen (15) days and (y) otherwise, thirty (30) days, in each case, following notice or knowledge thereof by a Responsible Officer of any Sinclair Party, (ii) any Sinclair Party shall fail to make when due (x) any payment or deposit to be made by it under this Agreement or any other Transaction Document and such failure shall continue unremedied for three (3) Business Days or (iii) Sinclair shall resign as Master Servicer, and no successor Master Servicer reasonably satisfactory to the Administrative Agent shall have been appointed;

(b)    any representation or warranty made or deemed made by any Sinclair Party (or any of their respective officers) under or in connection with this Agreement or any other Transaction Document or any information or report delivered by any Sinclair Party pursuant to this Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect (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) when made or deemed made or delivered, unless such representation or warranty relates solely to one or more specific Pool Receivables and the Borrower (or the Originator or the Master Servicer) makes a Deemed Collection payment with respect to such Pool Receivable when and to the extent required by the Transaction Documents;

(c)    the Borrower or the Master Servicer shall fail to deliver a Monthly Report or Weekly Report pursuant to this Agreement, and such failure shall remain unremedied for two (2) Business Days;

(d)    this Agreement or any security interest granted pursuant to this Agreement or any other Transaction Document shall for any reason cease to create, or for any reason cease to be, a valid and enforceable first priority perfected security interest in favor of the Administrative Agent with respect to the Pool Receivables (or any material portion thereof) or any Collection Account, free and clear of any Adverse Claim (other than Permitted Adverse Claims);

(e)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, court protection, reorganization or other relief in respect of any Sinclair Party or its debts, or of a material part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, examiner, sequestrator, conservator or similar official for any Sinclair Party or for a material part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(f)    any Sinclair Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, court protection, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph (e) above, (iii) apply for or consent to the appointment of a receiver, trustee, examiner, custodian, sequestrator, conservator or similar official for any Sinclair Party or for a material part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors;

(g)    any Insolvency Proceeding shall be instituted by or against the Borrower;

(h)    as of the end of any Calculation Period, (i) the average of the Delinquency Ratios for the three Calculation Periods then most recently ended shall exceed 8.00%, (ii) the average of the Default Ratios for the three Calculation Periods then most recently ended shall exceed 3.00% or (iii) the average of the Dilution Ratios for the three Calculation Periods then most recently ended shall exceed 8.00%;

(i)    a Change in Control shall occur;

(j)    a Responsible Officer of any Sinclair Party has actual knowledge that a Borrowing Base Deficit has occurred and such condition shall not have been cured within two (2) Business Days;

(k)    any Sinclair Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace period);

(l)    any event or condition occurs that results in any Material Indebtedness owed by (or guaranteed by) any Sinclair Party becoming due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that (i) this paragraph (l) shall not apply to (A) secured Debt that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Debt, (B) termination events or similar events occurring under any Swap Agreement that constitutes Material Indebtedness (it being understood that paragraph (k) above shall will apply to any failure to make any payment required as a result of any such termination or similar event) or (C) any breach or default that is remedied by the applicable Sinclair Parties or waived (including in the form of amendment) by the required holders of the applicable items of Debt, in each case, prior to the acceleration of the Loans pursuant to Section 10.01 and (ii) this paragraph shall not result in an “Event of Termination” until such time, if any, that the Administrative Agent has or the Majority Lenders have provided written notice to any Sinclair Party that the Administrative Agent has or such Majority Lenders have determined, in its (or their) sole discretion, that such event shall result in an “Event of Termination”;

(m)    the Performance Guarantor shall fail to perform any of its obligations under the Performance Guarantee;

(n)    the Borrower shall fail (x) at any time (other than for ten (10) Business Days following notice of the death or resignation of any Independent Manager) to have an Independent Manager who satisfies each requirement and qualification specified in Section 8.03(c) of this Agreement for Independent Managers, on the Borrower’s board of managers or (y) to timely notify the Administrative Agent of any replacement or appointment of any manager that is to serve as an Independent Manager on the Borrower’s board of managers as required pursuant to Section 8.03(c) of this Agreement;

(o)    either (i) the IRS shall file notice of a lien pursuant to Section 6321 or 6323 of the Code (or any similar state or local Tax lien) with regard to any assets of the Borrower, any Originator or the Parent and such lien shall not have been released within ten (10) Business Days or (ii) the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303(k) or 4068 of ERISA with regard to any of the assets of any Sinclair Party;

(p)    (i) an ERISA Event occurs that has resulted or could reasonably be expected to result in liability of any Sinclair Party under Title IV of ERISA in an aggregate amount that could reasonably be expected to result in a Material Adverse Effect, or (ii) any Sinclair Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount that could reasonably be expected to result in a Material Adverse Effect;

(q)    [reserved];

(r)    (i) a Purchase and Sale Termination Event shall occur under the Sale Agreement, (ii) Receivables cease being sold or contributed to the Borrower pursuant to the Sale Agreement or (iii) a Notice Event has occurred;

(s)    the Borrower shall (i) be required to register as an “investment company” within the meaning of the Investment Company Act or (ii) become a “covered fund” within the meaning of the Volcker Rule;

(t)    the Performance Guarantee shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder;

(u)    any material provision of this Agreement or any other Transaction Document shall cease to be in full force and effect or any Sinclair Party (or any of their respective Affiliates) shall so state in writing;

(v)    [reserved];

(w)    [reserved];

(x)    (i) one or more enforceable judgments for the payment in an aggregate amount exceeding $150,000,000 (net of (x) amounts covered by insurance policies issued by reputable insurance companies as determined by Sinclair and (y) amounts covered by valid third party indemnification obligations from a third party that is solvent and has been notified of the claim under such indemnification obligation and has not disputed that it is liable for such claim) shall be entered against the Performance Guarantor, the Master Servicer or any Originator or any combination thereof and shall remain undischarged or unstayed for 60 consecutive days or (ii) one or more judgments, orders, or decrees shall be entered against the Borrower in an aggregate amount in excess of $21,050 or the economic equivalent thereof, provided that this clause (ii) shall not result in an “Event of Termination” until such time, if any, that the Administrative Agent has or the Majority Lenders have provided written notice to any Sinclair Party that the Administrative Agent has or such Majority Lenders have determined, in its (or their) sole discretion, that such event shall result in an “Event of Termination”;

(y)    [reserved];

(z)    [reserved]; or

(aa)    the Sinclair Credit Agreement Financial Covenant shall at any time be breached; provided, if, after the Closing Date, the Sinclair Credit Agreement Financial Covenant (or any of the defined terms used in connection with such covenant) is amended, restated, supplemented, modified or waived, then the test set forth in this clause (aa) or the defined terms used therein, as applicable, shall, for all purposes of this Agreement, automatically and without further action on the part of any Person, be deemed to be also so amended, modified or waived, if at the time of the effectiveness of such amendment, amendment and restatement, modification or waiver, (i) the Majority Lenders (or an Affiliate thereof) and the Administrative Agent (or an Affiliate thereof) are a party to the Sinclair Credit Agreement and (ii) such amendment,

restatement, supplement, modification or waiver was consummated in accordance with the terms of the Sinclair Credit Agreement;

then, and in any such event, the Administrative Agent may (or, at the direction of the Majority Lenders shall) by notice to the Borrower (x) declare the Termination Date to have occurred (in which case the Termination Date shall be deemed to have occurred), (y) declare the Final Maturity Date to have occurred (in which case the Final Maturity Date shall be deemed to have occurred) and (z) declare the Aggregate Principal and all other Borrower Obligations to be immediately due and payable (in which case the Aggregate Principal and all other Borrower Obligations shall be immediately due and payable); provided that, automatically upon the occurrence of any event (without any requirement for the giving of notice) described in subsection (e) of this Section 10.01 with respect to the Borrower, the Termination Date and the Final Maturity Date shall occur and the Aggregate Principal and all other Borrower Obligations shall be immediately due and payable. Upon any such declaration or designation or upon such automatic termination, the Administrative Agent and the other Secured Parties shall have, in addition to the rights and remedies which they may have under this Agreement and the other Transaction Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative; provided, that the Administrative Agent will not institute against, or join any other Person in instituting against, the Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date. Any proceeds from liquidation of the Collateral shall be applied in the order of priority set forth in Section 4.01.

ARTICLE XI

THE ADMINISTRATIVE AGENT

SECTION 11.01. Authorization and Action. Each Credit Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Administrative Agent. The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Borrower or any Affiliate thereof or any Credit Party except for any obligations expressly set forth herein. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to any provision of any Transaction Document or Applicable Law.

SECTION 11.02. Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement (including, without limitation, the Administrative Agent’s servicing, administering or collecting Pool Receivables in the event it replaces the Master Servicer in such capacity pursuant to Section 9.01), in the absence of its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may consult with

legal counsel (including counsel for any Credit Party or the Master Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Credit Party (whether written or oral) and shall not be responsible to any Credit Party for any statements, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Credit Party or to inspect the property (including the books and records) of any Credit Party; (d) shall not be responsible to any Credit Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (e) shall be entitled to rely, and shall be fully protected in so relying, upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 11.03. Administrative Agent and Affiliates. With respect to any Credit Extension or interests therein owned by any Credit Party that is also the Administrative Agent, such Credit Party shall have the same rights and powers under this Agreement as any other Credit Party and may exercise the same as though it were not the Administrative Agent. The Administrative Agent and any of its Affiliates may generally engage in any kind of business with the Borrower or any Affiliate thereof and any Person who may do business with or own securities of the Borrower or any Affiliate thereof, all as if the Administrative Agent were not the Administrative Agent hereunder and without any duty to account therefor to any other Secured Party.

SECTION 11.04. Indemnification of Administrative Agent. Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Percentage of such Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

SECTION 11.05. Delegation of Duties. The Administrative Agent may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

SECTION 11.06. Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Lenders or the Majority Lenders, as the case may be, and assurance of its indemnification by the Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or

in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Lenders or the Majority Lenders, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Lenders or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Lender, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Lenders.

SECTION 11.07. Notice of Events of Termination; Action by Administrative Agent. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Unmatured Event of Termination or Event of Termination unless the Administrative Agent has received notice from any Credit Party or the Borrower stating that an Unmatured Event of Termination or Event of Termination has occurred hereunder and describing such Unmatured Event of Termination or Event of Termination. If the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Lender. The Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, concerning an Unmatured Event of Termination or Event of Termination or any other matter hereunder as the Administrative Agent deems advisable and in the best interests of the Secured Parties.

SECTION 11.08. Non-Reliance on Administrative Agent and Other Parties. Each Credit Party expressly acknowledges that neither the Administrative Agent nor any of its directors, officers, agents or employees has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each Credit Party represents and warrants to the Administrative Agent that, independently and without reliance upon the Administrative Agent or any other Credit Party and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower, each Originator, the Performance Guarantor or the Master Servicer and the Pool Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items expressly required to be delivered under any Transaction Document by the Administrative Agent to any Credit Party, the Administrative Agent shall not have any duty or responsibility to provide any Credit Party with any information concerning the Borrower, any Originator, the Performance Guarantor or the Master Servicer that comes into the possession of the Administrative Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.

SECTION 11.09. Successor Administrative Agent.

(a)    The Administrative Agent may, upon at least thirty (30) days’ notice to the Borrower, the Master Servicer and each Lender, resign as Administrative Agent. Except as provided below, such resignation shall not become effective until a successor Administrative Agent is appointed by the Majority Lenders as a successor Administrative Agent and has accepted such appointment, subject to the prior written approval of the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed and shall not be required

upon the occurrence and continuance of an Event of Termination). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, within thirty (30) days after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent as successor Administrative Agent, subject to the prior written approval of the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed and shall not be required upon the occurrence and continuance of an Event of Termination). If no successor Administrative Agent shall have been so appointed by the Majority Lenders within sixty (60) days after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may, on behalf of the Secured Parties, petition a court of competent jurisdiction to appoint a successor Administrative Agent.

(b)    Upon such acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the resigning Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents. After any resigning Administrative Agent’s resignation hereunder, the provisions of this Article XI and Article XIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent.

SECTION 11.10. Erroneous Payments.

(a)    Each Lender, each other Secured Party and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or any other Secured Party (or the Lender Affiliate of a Secured Party) or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender or other Secured Party (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 11.10(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the

Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(b)    Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

(c)    In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate.

(d)    In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Principal (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Principal (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. Without limitation of its rights hereunder, the Administrative Agent may cancel any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable assigning Lender and upon such revocation all of the Principal assigned pursuant to such Erroneous Payment Deficiency Assignment shall be reassigned to such Lender without any requirement for payment or other consideration. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 14.03 and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.

(e)    Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such

Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 11.10 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Credit Party for the purpose of making a payment on the obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Borrower Obligations, the Borrower Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.

(f)    Each party’s obligations under this Section 11.10 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Borrower Obligations (or any portion thereof) under any Transaction Document.

(g)    Nothing in this Section 11.10 will constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

ARTICLE XII

[RESERVED]

ARTICLE XIII

INDEMNIFICATION

SECTION 13.01. Indemnities by the Borrower.

(a)    Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Loans or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted from the gross negligence or willful misconduct by the Borrower Indemnified Party seeking

indemnification, (b) Borrower Indemnified Amounts as a result of any dispute solely among the Borrower Indemnified Parties (other than any claims (i) against Wells or the Administrative Agent in its capacity as or in fulfilling its role as Administrative Agent, an agent or arranger or any similar role under this Agreement or any other Transaction Document or (ii) arising out of any act or omission of any Sinclair Party or any Subsidiary of any Sinclair Party or any of their respective Affiliates) and (c) Taxes (other than (I) as specifically enumerated below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a), (b) and (c) above):

(i)    any Pool Receivable which the Borrower or the Master Servicer includes as an Eligible Receivable as part of the Net Pool Balance but which is not an Eligible Receivable at such time;

(ii)    any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Borrower pursuant hereto which shall have been untrue or incorrect when made or deemed made;

(iii)    the failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;

(iv)    the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim;

(v)    the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable, any other Collateral, whether at the time of any Loan or at any subsequent time;

(vi)    any setoff exercised by any Originator Account Bank with respect to any Collections on deposit in any Originator Account;

(vii)    any failure of the Borrower to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable;

(viii)    any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable;

(ix)    the commingling of Collections of Pool Receivables at any time with other funds (including in any Originator Account);

(x)    any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Loans or in respect of any Pool Receivable, any other Collateral or any related Contract;

(xi)    any failure of the Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document;

(xii)    any setoff with respect to any Pool Receivable;

(xiii)    any funds that are remitted by or on behalf of any Advertiser Obligor to an Agency Obligor with respect to any Sequential Receivable that are not subsequently remitted by or on behalf of such Agency Obligor to any Originator, the Master Servicer or any Affiliate thereof within one hundred twenty (120) days of such receipt;

(xiv)    any claim brought by any Person other than a Borrower Indemnified Party arising from any activity by the Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable;

(xv)    the failure by the Borrower to pay when due any sales, excise or personal property Taxes with respect to the Pool Receivables or any other Collateral;

(xvi)    any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;

(xvii)    any dispute, claim, offset or defense (other than discharge in bankruptcy of any Obligor) of any Obligor to the payment of any Pool Receivable (including, without limitation, (x) a defense based on such Pool Receivable or the related Contract or Agency Letter not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from (A) the sale of goods or rights (including rights under licenses and copyrights) or the rendering of services related to such Pool Receivable, (B) collection activities with respect to such Pool Receivable, (C) the furnishing or failure to furnish any such goods or services or (D) other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

(xviii)    any action taken by the Administrative Agent as attorney-in-fact for the Borrower, any Originator or the Master Servicer pursuant to this Agreement or any other Transaction Document;

(xix)    any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Laws or Sanctions, incurred in connection with the Transaction Documents;

(xx)    the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;

(xxi)    any defenses to payment on any Receivable by any Obligor that is domiciled in Canada arising out of the failure to effect the sale of such Receivable to the Borrower under the local laws applicable to such Obligor or the related Contract;

(xxii)    any Adverse Claim with respect to any Originator Account;

(xxiii)    the use of proceeds of any Credit Extension; or

(xxiv)    any reduction in Principal as a result of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason.

(b)    Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Borrower’s indemnification obligations in clauses (ii), (iii), (vii) and (xi) of this Article XIII, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality shall be deemed to be not so qualified.

(c)    If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or insufficient to hold it harmless, then the Borrower shall contribute to such Borrower Indemnified Party the amount paid or payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Borrower under this Section shall be in addition to any liability which the Borrower may otherwise have, shall extend upon the same terms and conditions to each Borrower Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower and the Borrower Indemnified Parties.

(d)    Any indemnification or contribution under this Section shall survive the termination of this Agreement.

SECTION 13.02. Indemnification by the Master Servicer.

(a)    The Master Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer

pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Master Servicer Indemnified Amounts”); excluding (i) Master Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Master Servicer Indemnified Amounts as a result of any dispute solely among the Master Servicer Indemnified Parties (other than any claims (x) against Wells or the Administrative Agent in its capacity as or in fulfilling its role as Administrative Agent, an agent or arranger or any similar role under this Agreement or any other Transaction Document, (y) involving a dispute with the Borrower or (z) arising out of any act or omission of any Sinclair Party or any Subsidiary of any Sinclair Party or any of their respective Affiliates), (iii) Taxes (other than (I) as specifically enumerated below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iv) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii), (iii) and (iv) above):

(i)    any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;

(ii)    the failure by the Master Servicer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;

(iii)    the commingling of Collections of Pool Receivables at any time with other funds (including in any Originator Account);

(iv)    any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;

(v)    any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document;

(vi)    any dispute, claim, offset or defense (other than discharge in bankruptcy of any Obligor) of any Obligor to the payment of any Pool Receivable (including, without limitation, (x) a defense based on such Pool Receivable or the related Contract or Agency Letter not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from (A) the sale of goods or rights (including rights under licenses and copyrights) or the rendering of services related to such Pool Receivable, (B) collection activities with respect to such Pool Receivable, (C) the furnishing or failure to furnish any such goods or services or (D) other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

(vii)    any funds that are remitted by or on behalf of any Advertiser Obligor to an Agency Obligor with respect to any Sequential Receivable that are not subsequently remitted by or on behalf of such Agency Obligor to any Originator, the Master Servicer or any Affiliate thereof within one hundred twenty (120) days of such receipt;

(viii)    any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Laws or Sanctions, incurred in connection with the Transaction Documents;

(ix)    any setoff exercised by any Originator Account Bank with respect to any Collections on deposit in any Originator Account;

(x)    any defenses to payment on any Receivable by any Obligor that is domiciled in Canada arising out of the failure to effect the sale of such Receivable to the Borrower under the local laws applicable to such Obligor or the related Contract;

(xi)    any Adverse Claim with respect to any Originator Account;

(xii)    any obligation of the Borrower or any of its Affiliates under Section 5.03; or

(xiii)    any breach of the covenants of Section 8.01(aa) or (dd).

(b)    If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master

Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties.

(c)    Any indemnification or contribution under this Section shall survive the termination of this Agreement.

ARTICLE XIV

MISCELLANEOUS

SECTION 14.01. Amendments, Etc.

(a)    No failure on the part of any Credit Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. Except as otherwise expressly set forth in this Agreement (including Section 5.06), no amendment or waiver of any provision of this Agreement or any Transaction Document or consent to any departure by any of the Borrower or any Affiliate thereof shall be effective unless in a writing signed by the Administrative Agent and the Majority Lenders (and, in the case of any amendment, also signed by the Borrower), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Master Servicer, affect the rights or duties of the Master Servicer under this Agreement; (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and each Lender:

(i)    change (directly or indirectly) the definitions of, Change in Control, Borrowing Base Deficit, Defaulted Receivable, Delinquent Receivable, Eligible Receivable, Facility Limit, Final Maturity Date, Scheduled Termination Date, Net Pool Balance or Required Reserve contained in this Agreement, or increase the then existing Concentration Percentage for any Obligor or change the calculation of the Borrowing Base (or any of the components thereof);

(ii)    reduce the amount of Principal or Interest that is payable hereunder or delay any scheduled date for payment thereof;

(iii)    release all or a material portion of the Collateral from the Administrative Agent’s security interest created hereunder;

(iv)    release the Borrower from any of its obligations under the Borrower Guaranty or terminate the Borrower Guaranty, or release the Performance Guarantor from any of its obligations under the Performance Guarantee or terminate the Performance Guarantee;

(v)    change or otherwise waive any of the Subordination Provisions of the Subordinated Notes (as such term is defined in the Subordinated Notes);

(vi)    change any of the provisions of this Section 14.01 or the definition of “Majority Lenders”;

(vii)    subordinate all or any portion of (i) the Administrative Agent’s security interest created in the Collateral or (ii) the Borrower Obligation in favor of any other Debt;

(viii)    change Section 2.02(e) in a manner that would alter the reduction of the Facility Limit or Commitment of Lenders to be in a manner other than ratably among Lenders;

(ix)    reduce or otherwise waive the Required Capital Amount; or

(x)    change the order of priority in which Collections are applied pursuant to Section 4.01 or change the allocation of Collections among parties at any given rung set forth in Section 4.01.

Notwithstanding the foregoing, (A) no amendment, waiver or consent shall increase any Lender’s Commitment hereunder without the consent of such Lender, (B) no amendment, waiver or consent shall reduce any Fees payable by the Borrower to any Lender or delay the dates on which any such Fees are payable, in either case, without the consent of such Lender, (C) no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clauses (i) through (x) above and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification and (D) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Transaction Documents (and such amendment shall become effective without any further action or consent of any other party to any Transaction Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision.

SECTION 14.02. Notices, Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include email communication) and emailed or delivered, to each party hereto, at its address set forth under its name on Schedule III hereto or at such other address or email address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by email shall be effective when sent receipt confirmed by electronic or other means (such as by the “return receipt requested” function, as available, return electronic mail or other acknowledgement), and notices and communications sent by other means shall be effective when received.

SECTION 14.03. Assignability; Addition of Lenders.

(a)    Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that

(i)    except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Termination has occurred and is continuing);

(ii)    each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement;

(iii)    the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and

(iv)    the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement.

Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(b)    Register. The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at its address referred to on Schedule III of this Agreement (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties hereto) a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders, the Commitment of each Lender and the aggregate outstanding Principal (and stated Interest) of the Loans of each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Master Servicer, the Administrative Agent, the Lenders, and the other Credit Parties shall treat each Person whose name is recorded in the Register pursuant to the terms of this Agreement as a Lender under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Master Servicer or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(c)    Procedure. Upon its receipt of an Assignment and Acceptance Agreement executed and delivered by an assigning Lender and an Eligible Assignee or assignee Lender, the Administrative Agent shall, if such Assignment and Acceptance Agreement has been duly completed, (i) accept such Assignment and Acceptance Agreement, (ii) record the information

contained therein in the Register and (iii) give prompt notice thereof to the Borrower and the Master Servicer.

(d)    Participations. Each Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more Eligible Assignees (each, a “Participant”) in or to all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitment and its Principal and Interest thereon); provided, however, that

(i)    such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, and

(ii)    such Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations.

The Administrative Agent, the other Lenders, the Borrower and the Master Servicer shall have the right to continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.01 and 5.03 (subject to the requirements and limitations therein, including the requirements under Section 5.03(f), (g) and (i) (it being understood that the documentation required under Section 5.03(f), (g) and (i) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Section 5.01 or 5.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(e)    Participant Register. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the Principal (and stated Interest) participated to each Participant, together with each Participant’s interest in the other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Principal, Interest or its other obligations under any this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Principal, Interest or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f)    [Reserved].

(g)    Assignments by the Borrower or the Master Servicer. Neither the Borrower nor, except as provided in Section 9.01, the Master Servicer may assign any of its respective rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent and each Lender (such consent to be provided or withheld in the sole discretion of such Person).

(h)    Pledge to a Federal Reserve Bank. Notwithstanding anything to the contrary set forth herein, (i) any Lender, or any of their respective Affiliates may at any time pledge or grant a security interest in all or any portion of its interest in, to and under this Agreement (including, without limitation, rights to payment of Principal and Interest) and any other Transaction Document to secure its obligations to a Federal Reserve Bank, without notice to or the consent of the Borrower, the Master Servicer, any Affiliate thereof or any Credit Party; provided, however, that that no such pledge shall relieve such assignor of its obligations under this Agreement.

(i)    Addition of Lenders. The Borrower may, with the prior written consent of the Administrative Agent, add additional Persons as Lenders in accordance with Section 2.02(g); provided, however, that the Commitment of any existing Lender may only be increased with the prior written consent of such Lender. Each new Lender shall become a party hereto, by executing and delivering to the Administrative Agent and the Borrower, an assumption agreement (each, an “Assumption Agreement”) in the form of Exhibit D hereto (which Assumption Agreement shall, in the case of any new Lender, be executed by such Lender).

SECTION 14.04. Costs and Expenses. In addition to the rights of indemnification granted under Section 13.01 hereof, the Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery and administration of this Agreement, (or any supplement or amendment thereof) related to this Agreement and the other Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto and thereto), including, without limitation, (i) the reasonable and documented Attorney Costs for the Administrative Agent and the other Credit Parties with respect thereto and with respect to advising the Administrative Agent and the other Credit Parties as to their rights and remedies under this Agreement and the other Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent and the other Credit Parties and the fees and charges of any nationally recognized statistical rating agency incurred in connection with the administration and maintenance of this Agreement or advising the Administrative Agent or any other Credit Party as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document. In addition, the Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses (including reasonable Attorney Costs), of the Administrative Agent and the other Credit Parties and their respective Affiliates, incurred in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents. Notwithstanding anything to the contrary herein, the Borrower shall not be required to pay or otherwise reimburse the Administrative Agent or the other Credit Parties for Attorney Costs (other than reasonable and documented costs, expenses and disbursements not constituting fees of any law firm or other external counsel) incurred prior to the Closing Date in excess of $265,000, unless otherwise agreed by the Borrower in writing.

SECTION 14.05. No Proceedings; Limitation on Payments.

(a)    Each of the Master Servicer, the Administrative Agent, each Lender and each assignee of a Loan or any interest therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date.

(b)    The provisions of this Section 14.05 shall survive any termination of this Agreement.

SECTION 14.06. Confidentiality.

(a)    Each of the Borrower and the Master Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of the Fee Letter (including any fees payable in connection with this Agreement, the Fee Letter or any other Transaction Document), except as the Administrative Agent and each Lender may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Borrower, the Master Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Borrower and the Master Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrative Agent and the affected Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Borrower and the Master Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Borrower, the Master Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the Administrative Agent, any other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

(b)    Each of the Administrative Agent and each other Credit Party, severally and with respect to itself only, agrees to hold in confidence, and not disclose to any Person, any confidential and proprietary information concerning the Borrower, the Master Servicer and their respective Affiliates and their businesses or the terms of this Agreement (including any fees payable in connection with this Agreement or the other Transaction Documents), except as the Borrower or the Master Servicer may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and

Representatives, (ii) to its assignees and Participants and potential assignees and Participants and their respective counsel if they agree in writing to hold it confidential, (iii) to the extent such information has become available to the public other than as a result of a disclosure by or through it or its Representatives or Advisors, (iv) at the request of a bank examiner or other regulatory authority (including any self-regulatory authority such as the National Association of Insurance Commissioners) or in connection with an examination of any of the Administrative Agent or any Lender or their respective Affiliates or (v) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (v) above, the Administrative Agent and each Lender will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Borrower and the Master Servicer of its making any such disclosure as promptly as reasonably practicable thereafter. Each of the Administrative Agent and each Lender, severally and with respect to itself only, agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section.

(c)    As used in this Section, (i) “Advisors” means, with respect to any Person, such Person’s accountants, attorneys and other confidential advisors and (ii) “Representatives” means, with respect to any Person, such Person’s Affiliates, Subsidiaries, directors, managers, officers, employees, members, investors, financing sources, insurers, professional advisors, representatives and agents; provided that such Persons shall not be deemed to be Representatives of a Person unless (and solely to the extent that) confidential information is furnished to such Person.

(d)    Notwithstanding the foregoing, to the extent not inconsistent with applicable securities laws, each party hereto (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure (as defined in Section 1.6011-4 of the Treasury Regulations) of the transactions contemplated by the Transaction Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such Person relating to such tax treatment and tax structure.

SECTION 14.07. GOVERNING LAW. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY LENDER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).

SECTION 14.08. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by electronic means shall be equally effective as delivery of an originally executed counterpart. The words “execute,” “execution,” “signed,” “signature,”

“delivery” and words of like import in or related to this Agreement, any other Transaction Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof.  Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Sinclair Parties, electronic images of this Agreement or any other Transaction Document (in each case, including with respect to any signature pages thereto)  shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Transaction Documents based solely on the lack of paper original copies of any Transaction Documents, including with respect to any signature pages thereto.

SECTION 14.09. Integration; Binding Effect; Survival of Termination. This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.03, 11.04, 11.10, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.

SECTION 14.10. CONSENT TO JURISDICTION. (a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b)    EACH PARTY HERETO (AND THEIR PERMITTED SUCCESSORS AND ASSIGNS) CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED IN SECTION 14.02. NOTHING IN THIS SECTION 14.10 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 14.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

SECTION 14.12. Ratable Payments. If any Credit Party, whether by setoff or otherwise, has payment made to it with respect to any Borrower Obligations in a greater proportion than that received by any other Credit Party entitled to receive a ratable share of such Borrower Obligations, such Credit Party agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Borrower Obligations held by the other Credit Parties so that after such purchase each Credit Party will hold its ratable proportion of such Borrower Obligations; provided that if all or any portion of such excess amount is thereafter recovered from such Credit Party, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

SECTION 14.13. Limitation of Liability.

(a)    No claim may be made by the Borrower or any Affiliate thereof or any other Person against any Credit Party or their respective Affiliates, members, directors, officers, employees, incorporators, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction

Document, or any act, omission or event occurring in connection herewith or therewith; and each of the Borrower and the Master Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. None of the Credit Parties and their respective Affiliates shall have any liability to the Borrower or any Affiliate thereof or any other Person asserting claims on behalf of or in right of the Borrower or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or any Affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Credit Party in performing its duties and obligations hereunder and under the other Transaction Documents to which it is a party.

(b)    The obligations of the Administrative Agent and each of the other Credit Parties under this Agreement and each of the Transaction Documents are solely the corporate obligations of such Person. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement or any other Transaction Document against any member, director, officer, employee or incorporator of any such Person.

SECTION 14.14. Intent of the Parties. The Borrower has structured this Agreement with the intention that the Loans and the obligations of the Borrower hereunder will be treated under United States federal, and applicable state and local tax law as debt (the “Intended Tax Treatment”). The Borrower, the Master Servicer, the Administrative Agent and the other Credit Parties agree to file no tax return, or take any action, inconsistent with the Intended Tax Treatment unless required by law. Each assignee and each Participant acquiring an interest in a Loan, by its acceptance of such assignment or participation, agrees to comply with the immediately preceding sentence.

SECTION 14.15. USA PATRIOT Act. Each of the Administrative Agent and each of the other Credit Parties hereby notifies the Borrower and the Master Servicer that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”) or any other Anti-Money Laundering Laws, the Administrative Agent and the other Credit Parties may be required to obtain, verify and record information that identifies each Sinclair Party, which information includes the name, address, tax identification number and other information regarding each Sinclair Party that will allow the Administrative Agent and the other Credit Parties to identify each Sinclair Party in accordance with the PATRIOT Act or such Anti-Money Laundering Laws. This notice is given in accordance with the requirements of the PATRIOT Act. Each of the Borrower and the Master Servicer agrees to provide the Administrative Agent and each other Credit Parties, from time to time, with all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

SECTION 14.16. Right of Setoff. Each Credit Party is hereby authorized (in addition to any other rights it may have), at any time during the continuance of an Event of Termination, to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Credit Party (including by any branches or agencies of such Credit Party) to, or for the account of, the Borrower or the Master Servicer against amounts owing by the Borrower or the Master Servicer

hereunder (even if contingent or unmatured); provided that such Credit Party shall notify the Borrower or the Master Servicer, as applicable, promptly following such setoff.

SECTION 14.17. Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 14.18. Mutual Negotiations. This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

SECTION 14.19. Captions and Cross References. The various captions (including the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Schedule or Exhibit are to such Section Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

SECTION 14.20. Acknowledgement Regarding Any Supported QFCs. To the extent that the Transaction Documents provide support, through a guarantee or otherwise, for any swap contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Transaction Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)    In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Transaction Documents that might otherwise apply to such Supported QFC or any QFC Credit

Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Transaction Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)    As used in this Section 14.20, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

SECTION 14.21. Post-Closing Covenant.

(a)    No later than the Post-Closing Date, the Borrower and the Master Servicer shall deliver to the Administrative Agent both (i) confirmation that each Subject Filing has either (x) been amended to explicitly exclude the Collateral or (y) been terminated and (ii) an acknowledgement copy of each of the related UCC-3 Financing Statement Amendments.

(b)    Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, the failure of the Borrower or the Master Servicer to timely perform its obligations under this Section 14.21 shall constitute an immediate Event of Termination under this Agreement with no grace period.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SINCLAIR FINANCE SPV, LLC
By: /s/ Chris Ripley
Name: Christopher Ripley
Title: President
SINCLAIR TELEVISION GROUP, INC., as the Master Servicer
By: /s/ Chris Ripley
Name: Christopher Ripley
Title: Chief Executive Officer and President
S-1	Receivables Financing Agreement
---	---
WELLS FARGO BANK, N.A.,<br>as Administrative Agent
---
By: /s/ Jonathan Rico
Name: Jonathan Rico
Title: Executive Director
WELLS FARGO BANK, N.A.,<br>as a Lender
By: /s/ Jonathan Rico
Name: Jonathan Rico
Title: Executive Director
S-2	Receivables Financing Agreement
---	---

EXHIBIT A Form of Loan Request

[Letterhead of Borrower]

[Date]

[Administrative Agent]

[Lenders]

Re:    Loan Request

Ladies and Gentlemen:

Reference is hereby made to that certain Receivables Financing Agreement, dated as of November 6, 2025 among Sinclair Finance SPV, LLC (the “Borrower”), Sinclair Television Group, Inc., as Master Servicer (the “Master Servicer”), the Lenders party thereto and Wells Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Loan Request and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

This letter constitutes a Loan Request pursuant to Section 2.02(a) of the Agreement. The Borrower hereby requests a Loan in the aggregate amount of [$_______] to be made on [_____, 20__] (of which $[___] will be funded by Wells Fargo Bank, N.A. and $[___] will be funded by [___]. After giving effect to such Loan, the Aggregate Principal will be [$_______].

The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such Credit Extension, as follows:

(i)    the representations and warranties of the Borrower and the Master Servicer contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)    no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Credit Extension;

(iii)    no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;

Exhibit A-1

(iv)    the Aggregate Principal will not exceed the Facility Limit; and

(v)    the Termination Date has not occurred.

Exhibit A-2

IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized officer as of the date first above written.

Very truly yours,

SINCLAIR FINANCE SPV, LLC

By:     Name: Title:

Exhibit A-3

EXHIBIT B Form of Reduction Notice

[Letterhead of Borrower]

[Date]

[Administrative Agent]

[Lenders]

Re:    Reduction Notice

Ladies and Gentlemen:

Reference is hereby made to that certain Receivables Financing Agreement, dated as of November 6, 2025 among Sinclair Finance SPV, LLC, as borrower (the “Borrower”), Sinclair Television Group, Inc., as Master Servicer (the “Master Servicer”), the Lenders party thereto and Wells Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Reduction Notice and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

This letter constitutes a Reduction Notice pursuant to Section 2.02(d) of the Agreement. The Borrower hereby notifies the Administrative Agent and the Lenders that it shall reduce the outstanding Principal of the Lenders in the amount of [$_______] to be made on [_____, 20_]. After giving effect to such prepayment, the Aggregate Principal will be [$_______].

The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such reduction, as follows:

(i)    the representations and warranties of the Borrower and the Master Servicer contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material respects on and as of the date of such prepayment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)    no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such prepayment;

(iii)    no Borrowing Base Deficit exists or would exist after giving effect to such prepayment; and

Exhibit B-1

(iv)    the Termination Date has not occurred.

Exhibit B-2

In Witness Whereof, the undersigned has executed this letter by its duly authorized officer as of the date first above written.

Very truly yours,

SINCLAIR FINANCE SPV, LLC

By:

Name:

Title:

Exhibit B-3

EXHIBIT C [Form of Assignment and Acceptance Agreement]

Dated as of ___________, 20__

Section 1.

Commitment assigned:	$[_____]
Assignor’s remaining Commitment:	$[_____]
Principal allocable to Commitment assigned:	$[_____]
Assignor’s remaining Principal:	$[_____]
Interest (if any) allocable to Principal assigned:	$[_____]
Interest (if any) allocable to Assignor’s remaining Principal:	$[_____]

Section 2.

Effective Date of this Assignment and Acceptance Agreement: [__________]

Upon execution and delivery of this Assignment and Acceptance Agreement by the assignee and the assignor and the satisfaction of the other conditions to assignment specified in Section 14.03(b) of the Agreement (as defined below), from and after the effective date specified above, the assignee shall become a party to, and, to the extent of the rights and obligations thereunder being assigned to it pursuant to this Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under that certain Receivables Financing Agreement, dated as of November 6, 2025 among Sinclair Finance SPV, LLC, Sinclair Television Group, Inc., as Master Servicer, the Lenders party thereto and Wells Fargo Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).

(Signature Pages Follow)

Exhibit C-1

ASSIGNOR:     [_________]

By:                     Name: Title

ASSIGNEE:                         [_________]

By:                     Name: Title:

[Address]

Accepted as of date first above

written:

WELLS FARGO BANK, N.A.,

as Administrative Agent

By:     Name: Title:

SINCLAIR FINANCE SPV, LLC,

as Borrower

By:     Name: Title:

Exhibit C-2

EXHIBIT D [Form of Assumption Agreement]

THIS ASSUMPTION AGREEMENT (this “Agreement”), dated as of [______ __, ____], is among Sinclair Finance SPV, LLC (the “Borrower”), and [________], as a Lender (the “[_____] Lender”).

BACKGROUND

The Borrower and various others are parties to a certain Receivables Financing Agreement, dated as of November 6, 2025 (as amended through the date hereof and as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Receivables Financing Agreement”). Capitalized terms used and not otherwise defined herein have the respective meaning assigned to such terms in the Receivables Financing Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.    This letter constitutes an Assumption Agreement pursuant to Section 14.03(i) of the Receivables Financing Agreement. The Borrower desires the [_____] Lender to become a Lender under the Receivables Financing Agreement, and upon the terms and subject to the conditions set forth in the Receivables Financing Agreement, the [________] Lender agrees to become a Lender thereunder with a Commitment equal to $[______].

The Borrower hereby represents and warrants to the Administrative Agent and the [________] Lender as of the date hereof, as follows:

(i)    the representations and warranties of the Borrower contained in Sections 7.01 of the Receivables Financing Agreement are true and correct in all material respects on and as of the date of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)    no Event of Termination or Unmatured Event of Termination has occurred and is continuing, or would result from the assumption contemplated hereby;

(iii)    no Borrowing Base Deficit exists; and

(iv)    the Termination Date shall not have occurred.

SECTION 2.    Upon execution and delivery of this Agreement by the Borrower and the [______] Lender, satisfaction of the other conditions with respect to the addition of a Lender specified in Section 14.03(i) of the Receivables Financing Agreement (including the written consent of the Administrative Agent) and receipt by the Administrative Agent of counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the parties hereto, the [_____] Lender shall become a party to, and have the rights and obligations of Lenders under,

Exhibit D

the Receivables Financing Agreement and the “Commitment” with respect to the [_____] Lender shall be as set forth in Section 1 above.

SECTION 3.    The [_____] Lender, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date. The covenant contained in this paragraph shall survive any termination of the Receivables Financing Agreement.

SECTION 4.    THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF). This Agreement may not be amended or supplemented except pursuant to a writing signed be each of the parties hereto and the Administrative Agent and may not be waived except pursuant to a writing signed by the party to be charged and the Administrative Agent. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by electronic means shall be equally effective as delivery of an originally executed counterpart. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Transaction Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention.

(Signature Pages Follow)

Exhibit D-2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above written.

[___________], as a Lender

By:     Name Printed:     Title:

[Address]

Exhibit D-3

SINCLAIR FINANCE SPV, LLC, as Borrower

By:     Name:     Title:

Exhibit D-4

EXHIBIT E Form of Excluded Obligor Request

[Date]

[Administrative Agent]

[Lenders]

Re:    Excluded Obligor Request

Ladies and Gentlemen:

Reference is hereby made to that certain Receivables Financing Agreement, dated as of November 6, 2025 among Sinclair Finance SPV, LLC (the “Borrower”), Sinclair Television Group, Inc., as Master Servicer (the “Master Servicer”), the Lenders party thereto and Wells Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Excluded Obligor Request and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

This letter constitutes an Excluded Obligor Request pursuant to Section 9.07(a) of the Agreement. [The Master Servicer, on behalf of the Borrower, desires to designate the Obligor ________________________ as an Excluded Obligor effective as of ________, 20__ (the “Excluded Obligor Date”).]

Each of the Borrower and the Master Servicer hereby represents and warrants as of the date hereof, and after giving effect to this Excluded Obligor Request, as follows:

(i)    the representations and warranties of the Borrower and the Master Servicer contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material respects on and as of the date of this Excluded Obligor Request as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)    no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from this Excluded Obligor Request;

(iii)    no Borrowing Base Deficit exists or would exist after giving effect to this Excluded Obligor Request;

(iv)    the Termination Date has not occurred; and

(v)    each of the Exclusion Conditions have been satisfied.

Exhibit E

IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized officer as of the date first above written.

Very truly yours,

SINCLAIR FINANCE SPV, LLC

By:     Name: Title:

SINCLAIR TELEVISION GROUP, INC.

By:     Name: Title:

Accepted as of date first above

written:

WELLS FARGO BANK, N.A.,

as Administrative Agent

By:_______________________ Name: Title:

E-2

EXHIBIT F Subject Filings

(Attached)

Exhibit F

EXHIBIT G

Form of Monthly Report

(Attached)

Exhibit G

EXHIBIT H

Form of Compliance Certificate

To: Wells Fargo Bank, N.A., as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Receivables Financing Agreement, dated as of November 6, 2025 among Sinclair Finance SPV, LLC (the “Borrower”), Sinclair Television Group, Inc., as Master Servicer (the “Master Servicer”), the Lenders party thereto and Wells Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.    I am the duly elected ________________of the Master Servicer.

2.    I have reviewed the terms of the Agreement and each of the other Transaction Documents and I have made, or have caused to be made under my supervision, a detailed review of the transactions and condition of the Borrower during the accounting period covered by the attached financial statements.

3.    The examinations described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Termination or an Unmatured Event of Termination, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 6 below].

4.    Schedule I attached hereto sets forth financial statements of the Parent and its Subsidiaries for the period referenced on such Schedule I.

5.    Schedule II attached hereto sets forth the calculations of the “First Out First Lien Leverage Ratio” (as defined in, and calculated in accordance with, the Sinclair Credit Agreement as in effect on the Closing Date and, except as provided under Section 10.01(aa) of the Agreement, without giving effect to any amendment, restatement, supplement, modification, waiver or termination thereof) for the period referenced on such Schedule II.

[6.    Described below are the exceptions, if any, to paragraph 3 above by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event:]

Exhibit H-1

The foregoing certifications are made and delivered this ______ day of ___________________, 20___.

[_________]

By:

Name:

Title:

Exhibit H-2

SCHEDULE I TO COMPLIANCE CERTIFICATE

A.    Schedule of Compliance as of     ___________________, 20__ with Section 8.02(b) of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

This schedule relates to the month ended: __________________.

B.    The following financial statements of the Parent and its Subsidiaries for the period ending on ______________, 20__, are attached hereto:

Exhibit H-3

SCHEDULE II TO COMPLIANCE CERTIFICATE

[attached]

Exhibit H

EXHIBIT I

Closing Memorandum

(Attached)

Exhibit I

EXHIBIT J

Form of Weekly Report

(Attached)

Exhibit J

SCHEDULE I Commitments

Party	Capacity	Commitment
Wells	Lender	$375,000,000

Schedule I-2

SCHEDULE II Lock-Boxes, Collection Accounts, Collection Account Banks, Originator Accounts and Originator Account Banks

Collection Account Bank	Collection Account Number	Associated Lock-Box (if any)
Originator Account Bank	Originator Account Number	Associated Lock-Box (if any)
---	---	---

Schedule II-1

SCHEDULE III Notice Addresses

(A)    in the case of the Borrower, at the following address:

Sinclair Finance SPV, LLC

c/o Sinclair Broadcast Group, LLC

10706 Beaver Dam Road

Hunt Valley, MD 21030

Attention: Narinder Sahai

Email: nksahai@sbgtv.com

with copies to:

Justin Bray

Email: JLBray@sbgtv.com

David Gibber

Email: dbgibber@sbgtv.com

(B)    in the case of the Master Servicer, at the following address:

Sinclair Television Group, Inc.

Hunt Valley, MD 21030

Attention: Narinder Sahai

Email: nksahai@sbgtv.com

with copies to:

Justin Bray

Email: JLBray@sbgtv.com

David Gibber

Email: dbgibber@sbgtv.com

(C)    in the case of the Administrative Agent or Wells, as a Lender, at the following address:

Wells Fargo Bank, N.A.

1100 Abernathy Rd., NE

16th Floor, Suite 1600

Atlanta, GA 30328

Telephone: 980-403-9837

Email: WFCFReceivablesSecuritizationAtlanta@wellsfargo.com; taylor.cloud@wellsfargo.com

Attention: Taylor Cloud

Schedule III-1

(D)    in the case of any other Person, at the address for such Person specified in the other Transaction Documents; in each case, or at such other address as shall be designated by such Person in a written notice to the other parties to this Agreement.

Schedule III-2

SCHEDULE IV [Reserved]

Schedule IV-1

SCHEDULE V Lender’s Account

(A)    in the case of Wells:

Bank:            Wells Fargo Bank, N.A.

ABA #:

Account Name:    Wells Fargo Bank, N.A.

Account Number:

Reference:            Sinclair Finance

Schedule V-1

SCHEDULE VI Special Obligors

“Special Obligor A” means Charter Communications, Inc.

“Special Obligor B” means DirecTV, LLC

Schedule VI-1

Document

Exhibit 10.4

RECEIVABLES SALE AGREEMENT

Dated as of November 6, 2025

among

VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO,

as Originators,

SINCLAIR TELEVISION GROUP, INC.,

as Master Servicer,

and

SINCLAIR FINANCE SPV, LLC,

as Buyer

CONTENTS

Clause          Subject Matter    Page

SECTION 1.1 Agreement To Purchase and Sell    2

SECTION 1.2 Timing of Purchases.    3

SECTION 1.3 Consideration for Purchases    4

SECTION 1.4 Purchase and Sale Termination Date    4

SECTION 1.5 Intention of the Parties    4

ARTICLE II PURCHASE REPORT; CALCULATION OF PURCHASE PRICE

SECTION 2.1 Purchase Report    4

SECTION 2.2 Calculation of Purchase Price    5

ARTICLE III CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE

SECTION 3.1 Initial Contribution of Receivables and Initial Purchase Price Payment.    5

SECTION 3.2 Subsequent Purchase Price Payments    6

SECTION 3.3 Settlement as to Specific Receivables and Dilution.    7

ARTICLE IV CONDITIONS OF PURCHASES; ADDITIONAL ORIGINATORS

SECTION 4.1 Conditions Precedent to Initial Purchase    8

SECTION 4.2 Certification as to Representations and Warranties    9

SECTION 4.3 Additional Originators    10

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS

SECTION 5.1 Due Organization and Qualification    10

SECTION 5.2 Power and Authority; Due Authorization    12

SECTION 5.3 No Conflict or Violation    12

SECTION 5.4 Governmental Approvals    12

SECTION 5.5 Valid Sale    13

SECTION 5.6 Binding Obligations    13

SECTION 5.7 Accuracy of Information    13

SECTION 5.8 Litigation and Other Proceedings    13

SECTION 5.9 No Material Adverse Effect    14

SECTION 5.10 Names and Location    14

-i-

SECTION 5.11 Margin Regulations    14

SECTION 5.12 Eligible Receivables    14

SECTION 5.13 Credit and Collection Policy    14

SECTION 5.14 Investment Company Act    14

SECTION 5.15 Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions    14

SECTION 5.16 Financial Condition    15

SECTION 5.17 Taxes    15

SECTION 5.18 ERISA.    15

SECTION 5.19 Plan Assets    16

SECTION 5.20 Bulk Sales Act    16

SECTION 5.21 No Fraudulent Conveyance    16

SECTION 5.22 Ordinary Course of Business    16

SECTION 5.23 Perfection Representations    16

SECTION 5.24 Additional Perfection Representations    17

SECTION 5.25 Reliance on Separate Legal Identity    18

SECTION 5.26 Opinions    18

SECTION 5.27 Enforceability of Contracts    18

SECTION 5.28 Nature of Pool Receivables    18

SECTION 5.29 Compliance with Laws    18

SECTION 5.30 Servicing Programs    18

SECTION 5.31 The Lock-Boxes and Originator Accounts.    18

SECTION 5.32 Buyer Tax Status    19

SECTION 5.33 Sinclair Credit Agreement    19

SECTION 5.34 No Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Event of Termination or Unmatured Event of Termination    19

SECTION 5.35 Other Transaction Documents    19

SECTION 5.36 Subordinated Notes. .    19

ARTICLE VI COVENANTS OF THE ORIGINATORS

SECTION 6.1 Covenants    19

SECTION 6.2 Separateness Covenants    28

ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF RECEIVABLES

SECTION 7.1 Rights of the Buyer    29

-ii-

SECTION 7.2 Responsibilities of the Originators    29

SECTION 7.3 Further Action Evidencing Purchases    30

SECTION 7.4 Application of Collections    30

SECTION 7.5 Performance of Obligations    31

SECTION 7.6 Originator Account Arrangements    31

ARTICLE VIII PURCHASE AND SALE TERMINATION EVENTS

SECTION 8.1 Purchase and Sale Termination Events    31

SECTION 8.2 Remedies.    32

ARTICLE IX INDEMNIFICATION

SECTION 9.1 Indemnities by the Originators    33

ARTICLE X MISCELLANEOUS

SECTION 10.1 Amendments, etc.    36

SECTION 10.2 Notices, etc    36

SECTION 10.3 No Waiver; Cumulative Remedies    37

SECTION 10.4 Binding Effect; Assignability    37

SECTION 10.5 Governing Law    38

SECTION 10.6 Costs, Expenses and Taxes    38

SECTION 10.7 SUBMISSION TO JURISDICTION    39

SECTION 10.8 WAIVER OF JURY TRIAL    39

SECTION 10.9 Captions and Cross References; Incorporation by Reference    39

SECTION 10.10 Execution in Counterparts    39

SECTION 10.11 Acknowledgment and Agreement    40

SECTION 10.12 No Proceeding    40

SECTION 10.13 Mutual Negotiations    41

SECTION 10.14 Joint and Several Liability    41

SECTION 10.15 Severability    41

-iii-

SCHEDULES

Schedule I    List and Location of Each Originator

Schedule II    Location of Books and Records of Originators

Schedule III    Trade Names

Schedule IV    Notice Addresses

Schedule V    Actions/Suits

EXHIBITS

Exhibit A    Form of Purchase Report

Exhibit B     Form of Subordinated Note

Exhibit C    Form of Joinder Agreement

-iv-

THIS RECEIVABLES SALE AGREEMENT, dated as of November 6, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the “Originators” and each, an “Originator”), SINCLAIR TELEVISION GROUP, INC., a Maryland corporation, as initial Master Servicer (as defined below) (“Sinclair”), and SINCLAIR FINANCE SPV, LLC, a Delaware limited liability company (the “Buyer”).

DEFINITIONS

Unless otherwise indicated herein, capitalized terms used and not otherwise defined in this Agreement are defined in Article I of the Receivables Financing Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Receivables Financing Agreement”), among the Buyer, as borrower, Sinclair, as initial Master Servicer (in such capacity, the “Master Servicer”), the Persons from time to time party thereto as lenders and Wells Fargo Bank, N.A., as Administrative Agent. All references hereto to months are to calendar months unless otherwise expressly indicated. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9. Unless the context otherwise requires, “or” means “and/or,” and “including” (and with correlative meaning “include” and “includes”) means including without limiting the generality of any description preceding such term. Unless the context otherwise requires, the following terms have the meanings indicated below:

“Holder” has the meaning given in Exhibit B.

“Senior Interest Holders” has the meaning given in Exhibit B.

“Senior Interests” has the meaning given in Exhibit B.

“Subordinated Note” has the meaning given in Section 3.1(b).

“Subordination Provisions” has the meaning given in the Subordinated Note.

RECITALS

WHEREAS, the Buyer is a special purpose limited liability company, all of the issued and outstanding membership interests of which are owned by Sinclair (the “Contributing Originator”);

WHEREAS, the Originators generate Receivables in the ordinary course of their businesses;

WHEREAS, the Originators wish to sell and/or, in the case of the Contributing Originator, contribute Receivables and the Related Rights to the Buyer, and the Buyer is willing to purchase and/or accept such Receivables and the Related Rights from the Originators, on the terms and subject to the conditions set forth herein;

WHEREAS, the Originators and the Buyer intend each such transaction to be a true sale and/or, in the case of the Contributing Originator, an absolute contribution and conveyance of

Receivables Sale Agreement

Receivables and the Related Rights by each Originator to the Buyer, providing the Buyer with the full risks and benefits of ownership of the Receivables and Related Rights, and the Originators and the Buyer do not intend the transactions hereunder to be, or for any reason to be characterized as, loans from the Buyer to any Originator;

WHEREAS, the Buyer intends to pledge the Receivables and the Related Rights to the Administrative Agent (for the ratable benefit of the Lenders) pursuant to the Receivables Financing Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I AGREEMENT TO PURCHASE AND SELL

SECTION 1.1 Agreement To Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

(a)    each Receivable (other than Contributed Receivables as defined in Section 3.1(a)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below);

(b)    each Receivable (other than Contributed Receivables) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date;

(c)    all of such Originator’s right, title and interest (if any) in the goods, the sale of which gave rise to such Receivable, and any and all insurance contracts with respect thereto;

(d)    all other Security Interests or Liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable;

(e)    all rights, interests and claims under the related Contracts and all guaranties, letters of credit, insurance, Agency Letters and other supporting obligations, agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise;

(f)    all Records related to such Receivable;

(g)    all of such Originator’s right, title and interest in each Collection Account Lock-Box and each Collection Account; and

(h)    all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Master Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables).

All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable, are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.”

As used herein, “Cut-Off Date” means (a) with respect to each Originator party hereto on the date hereof, October 31, 2025, and (b) with respect to any Originator that first becomes a party hereto after the date hereof, the calendar day prior to the date on which such Originator becomes a party hereto or such other date as the Buyer and such Originator agree to in writing.

SECTION 1.2 Timing of Purchases.

(a)    Closing Date Purchases. Effective on and as of the Closing Date, each Originator hereby sells to the Buyer, and the Buyer hereby purchases, all of such Originator’s right, title and interest in, to and under (i) each Receivable (other than Contributed Receivables) that existed and was owing to such Originator on the Cut-Off Date, (ii) each Receivable (other than Contributed Receivables) generated by such Originator from and including the Cut-Off Date, to and including the Closing Date, and (iii) all Related Rights with respect thereto.

(b)    Subsequent Purchases. After the Closing Date (or with respect to any Originator (if any) that first becomes a party hereto after the date hereof, the date such Originator becomes a party hereto), until the Purchase and Sale Termination Date, each Receivable and the Related Rights generated by each Originator shall be, and shall be deemed to have been, sold or contributed, as applicable, by such Originator to the Buyer immediately (and without further action) upon the creation of such Receivable.

SECTION 1.3 Consideration for Purchases. On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to make Purchase Price payments to the Originators and to reflect all capital contributions in accordance with Article III.

SECTION 1.4 Purchase and Sale Termination Date. The “Purchase and Sale Termination Date” shall be the earlier to occur of (a) the date the Purchase Facility is terminated pursuant to Section 8.2(a) or 8.2(b) and (b) the Final Payout Date.

SECTION 1.5 Intention of the Parties. It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a lien to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. Notwithstanding the foregoing and as a precautionary matter, (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) each Originator shall grant and be deemed to have granted to the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in, to and under all of such Originator’s right, title and interest in and to: (A) the Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, (B) all monies due or to become due and all proceeds and other amounts received with respect thereto and (C) all books and records of such Originator to the extent related to any of the foregoing.

ARTICLE II PURCHASE REPORT; CALCULATION OF PURCHASE PRICE

SECTION 2.1 Purchase Report. On the Closing Date and on each date when a Monthly Report is due to be delivered under the Receivables Financing Agreement (each such date, a “Monthly Purchase Report Date”), the Master Servicer shall deliver to the Buyer and each Originator a report in substantially the form of Exhibit A (each such report being herein called a “Purchase Report”) setting forth, among other things:

(a)    Receivables purchased by the Buyer from each Originator, or contributed to the capital of the Buyer by the Contributing Originator, on the Closing Date (in the case of the Purchase Report to be delivered on the Closing Date);

(b)    Receivables purchased by the Buyer from each Originator, or contributed to the capital of the Buyer by the Contributing Originator, during the calendar month immediately preceding such Monthly Purchase Report Date (in the case of each subsequent Purchase Report); and

(c)    the calculations of reductions of the Purchase Price for any Receivables as provided in Section 3.3(a) and (b).

SECTION 2.2 Calculation of Purchase Price. The “Purchase Price” to be paid to each Originator on any Payment Date in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula:

PP	=	OB x FMVD
where:
PP	=	Purchase Price for each Receivable as calculated on the relevant Payment Date.
OB	=	The Outstanding Balance of such Receivable on the relevant Payment Date.
FMVD	=	Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days Sales Outstanding (calculated as of the last day of the calendar month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

“Payment Date” means (i) the Closing Date and (ii) each Business Day thereafter that the Originators are open for business.

“Prime Rate” means a per annum rate equal to the “U.S. Prime Rate” as published in the “Money Rates” section of The Wall Street Journal or if such information ceases to be published in The Wall Street Journal, such other publication as determined by the Administrative Agent in its sole discretion.

ARTICLE III CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE

SECTION 3.1 Initial Contribution of Receivables and Initial Purchase Price Payment.

(a)    On the Closing Date, the Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and Related Rights consisting of each Receivable of the Contributing Originator that exists and is owing to the Contributing Originator on the Closing Date beginning with the oldest of such Receivables and continuing chronologically thereafter such that the equity (taking into account any cash contributions made on or prior to the Closing Date) held by the Contributing Originator in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on the Purchase Price definition), shall be at least equal to the Required Capital Amount. Each Receivable contributed by the Contributing Originator to the capital of the Buyer pursuant to this Section 3.1(a) and Section 3.2 below is herein referred to as a “Contributed Receivable”.

(b)    On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor, partially in cash (in an amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and (ii) the remainder by issuing a promissory note in the form of Exhibit B to such Originator (each such promissory note, as it may be amended, supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, each being herein called a “Subordinated Note”) with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash; provided, however, that to the extent the Buyer does not have cash available therefore and the issuance of, or increase in outstanding principal under, a Subordinated Note would exceed the maximum increase in the principal balance of the applicable Subordinated Note that could be made without rendering the Buyer’s Net Worth less than the Required Capital Amount, the remaining amount of the Purchase Price required to be paid to the Contributing Originator may be paid in the form of a capital contribution by the Contributing Originator to the Buyer in an amount equal to such remaining unpaid portion of such Purchase Price. Each Originator acknowledges that it has received a copy of the Subordinated Note and so long as it is a Holder, agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the Subordination Provisions.

SECTION 3.2 Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related Rights generated by such Originator on such Payment Date:

(a)    First, in cash to each Originator to the extent the Buyer has cash available therefor (and such payment is not prohibited under the Receivables Financing Agreement);

(b)    Second, to the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the applicable Subordinated Note shall be automatically increased by an amount equal to the lesser of (x) such remaining unpaid portion of such Purchase Price and (y) the maximum increase in the principal balance of the applicable Subordinated Note that could be made without rendering the Buyer’s Net Worth less than the Required Capital Amount; and

(c)    Third, solely in the case of the Contributing Originator, to the extent any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights as an increase to its capital in an amount equal to such remaining unpaid portion of such Purchase Price.

“Net Worth” has the meaning set forth in the definition of “Borrower’s Net Worth” contained in the Receivables Financing Agreement.

All amounts paid by the Buyer to any Originator shall be allocated first to the payment of any Purchase Price then due and unpaid, second to the payment of accrued and unpaid interest on the Subordinated Note of such Originator and third to the repayment of the principal outstanding on the Subordinated Note of such Originator to the extent of such outstanding principal thereof

as of the date of such payment before such amounts may be allocated for any other purpose. The Master Servicer shall make all appropriate record keeping entries with respect to each of the Subordinated Notes to reflect the foregoing payments and payments and reductions made pursuant to Section 3.3, and the Master Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the Subordinated Notes at any time. Each Originator hereby irrevocably authorizes the Master Servicer to mark the Subordinated Notes “CANCELED” and to return such Subordinated Notes to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

If, on any Business Day, the Buyer is unable to pay the Purchase Price for Receivables and Related Rights pursuant to this Section 3.2, then the Originators shall on such Business Day provide written notice thereof to the Administrative Agent.

SECTION 3.3 Settlement as to Specific Receivables and Dilution.

(a)    If, (i) on the day of purchase of any Receivable from any Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.21, 5.23, 5.24, 5.27 or 5.28 are not true with respect to such Receivable or (ii) on any subsequent day, as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy, insolvency, financial inability to pay or other credit related reasons with respect to the relevant Obligor) of such Originator, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.13, 5.21, 5.23, 5.24, 5.27 or 5.28 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

(b)    If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Buyer, any Originator, the Master Servicer or any Affiliate of the Master Servicer, or any setoff, counterclaim or dispute between the Buyer or any Affiliate of the Buyer, an Originator or any Affiliate of an Originator, or the Master Servicer or any Affiliate of the Master Servicer, and an Obligor, then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction and shall be accounted to such Originator as provided in clause (c) below.

(c)    Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such Originator (or insufficiently large purchases of Receivables prior to the Settlement Date immediately following any such reduction in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit:

(i)    to the extent of any outstanding principal balance under the Subordinated Note payable to such Originator, shall be deemed to be a payment under, and shall be deducted from the principal amount outstanding under, the Subordinated Note payable to such Originator; and

(ii)    after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator on such Settlement Date subject to the following proviso;

provided, further, that at any time (x) when an Event of Termination or an Unmatured Event of Termination exists under the Receivables Financing Agreement, (y) a Borrowing Base Deficit exists under the Receivables Financing Agreement or (z) when the Purchase and Sale Termination Date or the Termination Date has occurred, the amount of any such credit shall be paid by such Originator to the Buyer in cash by deposit of immediately available funds into a Collection Account for application by the Master Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

ARTICLE IV CONDITIONS OF PURCHASES; ADDITIONAL ORIGINATORS

SECTION 4.1 Conditions Precedent to Initial Purchase. The initial purchase hereunder is subject to the condition precedent that the Buyer and the Administrative Agent (as the Buyer’s assignee) shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee):

(a)    a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator, approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator;

(b)    good standing certificates for each Originator issued as of a recent date acceptable to the Buyer and the Administrative Agent (as the Buyer’s assignee) by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization or formation and each other jurisdiction where such Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect;

(c)    a certificate of the Secretary or Assistant Secretary of each Originator, certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Master Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender may conclusively rely until such time as the Master Servicer, the Buyer and the Administrative Agent (as the Buyer’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c));

(d)    the certificate or articles of incorporation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization as of a

recent date, together with a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator;

(e)    proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and the Administrative Agent, for the benefit of the Lenders, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder;

(f)    a written search report from a Person satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports from a Person satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) showing no evidence of such liens filed against any Originator;

(g)    favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer and the Administrative Agent;

(h)    a copy of a Subordinated Note in favor of each Originator, duly executed by the Buyer; and

(i)    evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Buyer’s assignee) satisfaction.

SECTION 4.2 Certification as to Representations and Warranties. Each Originator, by accepting the Purchase Price related to each purchase or contribution of Receivables generated by such Originator, shall be deemed to have certified that the representations and warranties of such Originator contained in Article V, as from time to time amended in accordance with the terms hereof, are true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) on and as of such day, with the same effect as though made on and as of such day (except for representations and warranties which apply to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation and warranty shall be true and correct as made) as of such earlier date).

SECTION 4.3 Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition:

(a)    the Master Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request;

(b)    such proposed additional Originator shall have executed and delivered to the Buyer and the Administrative Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”);

(c)    such proposed additional Originator shall have delivered to the Buyer and the Administrative Agent (as the Buyer’s assignee) each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee);

(d)    no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and

(e)    no Event of Termination or Unmatured Event of Termination shall have occurred and be continuing.

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS

In order to induce the Buyer to enter into this Agreement and to make purchases hereunder, each Originator (and solely with respect to Section 5.22, the Buyer) hereby represents and warrants with respect to itself that each representation and warranty concerning it or the Receivables sold by it hereunder that is contained in the Receivables Financing Agreement is true and correct, and hereby makes the representations and warranties set forth in this Article V:

SECTION 5.1 Due Organization and Qualification.

(a)    Such Originator (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, (ii) has the power and authority under its organizational documents and under the laws of the jurisdiction of its organization or formation to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and (iii) is duly qualified to do business, is in good standing as a foreign entity and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)    Such Originator has all requisite Operating Agreements and Licenses to own and operate its properties and to carry on its businesses as now conducted and as proposed to be conducted (it being recognized that certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC or may have pending FCC License renewal applications and, as a result, may be operating under such FCC Licenses pursuant to provisions of the Communications Laws that keep such FCC Licenses in effect until the FCC has taken final action on such renewal applications). Each material Operating Agreement and License was duly and validly issued pursuant to procedures which comply in all material respects with all requirements of Applicable Law. As of the Closing Date and at all times thereafter, such Originator has the right to use all material Licenses required in the ordinary course of business for all Stations and any Permitted Business, and each such License is in full force and effect (it being recognized that certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC or may have pending FCC License renewal applications and, as a result, may be operating under such FCC Licenses pursuant to provisions of the Communications Laws that keep such FCC License in effect until the FCC has taken final action on such renewal applications). Such Originator has taken all material actions and performed all of its material obligations that are necessary to maintain all material Licenses without adverse modification or impairment. No event has occurred which (1) has resulted in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of or any order of forfeiture with respect to, any material License or (2) materially and adversely affects or could reasonably be expected in the future to materially and adversely affect the rights of such Originator thereunder. Each FCC License is held by a wholly-owned Subsidiary of the Parent and in accordance with Applicable Law. None of the FCC Licenses requires that any present stockholder, director, officer or employee of such Originator remain a stockholder or employee of such Person, or that any transfer of control of such Person must be approved by any public or governmental body other than the FCC.

(c)    Excluding any customary applications filed with the FCC seeking the renewal of a FCC License for so long as no Person has filed with the FCC a Petition to Deny such application, no Sinclair Party is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television industries generally) which could in any manner materially threaten or adversely affect the validity or continued effectiveness of the material Licenses of any such Person. No Sinclair Party has any reason to believe that any material Licenses of any Sinclair Party will not be renewed in the ordinary course. Each Sinclair Party (a) has duly filed in a timely manner all material filings, reports, applications, documents, instruments and information required to be filed by it under the Communication Act or pursuant to FCC Regulations or requests of any regulatory body having jurisdiction over any of its Licenses, (b) has submitted to the FCC on a timely basis all required equal employment opportunity reports, and (c) is in compliance with the Communications Laws, including all FCC Regulations relating to the broadcast of television signals, all FCC Regulations concerning the limits on the duration of advertising in children’s programming and the record keeping obligations relating to such advertising, the Children’s Television Act and all FCC Regulations promulgated thereunder and all equal employment opportunity-related FCC Regulations, except where the failure to timely file or submit or to be in compliance could not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect. The Sinclair Parties maintain appropriate public files for the Stations in a manner that complies in all material respects with all FCC Regulations.

SECTION 5.2 Power and Authority; Due Authorization. Such Originator (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) sell, assign, transfer and convey (and, with respect to the Contributing Originator, contribute) the Receivables and the Related Rights to the Buyer on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by such Originator by all necessary action.

SECTION 5.3 No Conflict or Violation. The execution and delivery of this Agreement and each other Transaction Document to which such Originator is a party, the performance of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms of this Agreement and the other Transaction Documents by such Originator will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under its organizational documents, (ii) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under any Operating Agreement, or any indenture, sale agreement, credit agreement (including the Sinclair Credit Agreement), loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which such Originator is a party or by which it or any of its property is bound, which in each case could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) result in the creation or imposition of any Adverse Claim (other than any Permitted Adverse Claim) upon any of the Receivables or Related Rights pursuant to the terms of any such indenture, credit agreement (including the Sinclair Credit Agreement), loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents or (iv) conflict with or violate any Communications Law or any other material Applicable Law respecting such Originator or any other Sinclair Party.

SECTION 5.4 Governmental Approvals. Except where the failure to obtain or make such authorization, consent, order, approval or action could not reasonably be expected to have a Material Adverse Effect, all authorizations, consents, orders and approvals of, or other actions by, any Governmental Authority that are required to be obtained by such Originator in connection with the sale, transfer, assignment and conveyance (and, with respect to the Contributing Originator, contribution) of the Receivables and the Related Rights to the Buyer hereunder or the due execution, delivery and performance by such Originator of this Agreement or any other Transaction Document to which it is a party and the consummation by such Originator of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party have been obtained or made and are in full force and effect.

SECTION 5.5 Valid Sale. Each sale of Receivables and the Related Rights made by such Originator pursuant to this Agreement shall constitute a valid sale (or, with respect to the Contributing Originator, contribution), transfer and assignment of Receivables and Related

Rights to the Buyer, enforceable against creditors of, and purchasers from, such Originator, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

SECTION 5.6 Binding Obligations. This Agreement and each of the other Transaction Documents to which it is a party has been duly executed and delivered by such Originator and constitutes legal, valid and binding obligations of such Originator, enforceable against such Originator in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

SECTION 5.7 Accuracy of Information. All schedules, certificates, reports, statements, documents and other information furnished to the Buyer, the Administrative Agent or any other Credit Party by or on behalf of such Originator pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, taken as a whole, is, at the time the same are so furnished, complete and correct in all material respects on the date the same are furnished to the Buyer, the Administrative Agent or such other Credit Party, and, when taken as a whole, does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by such Originator to be reasonable and attainable at the time made, it being recognized by the Buyer that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may materially differ from the projected results.

SECTION 5.8 Litigation and Other Proceedings. Except as set forth on Schedule V, (i) there is no action, suit, proceeding or investigation pending, or to such Originator’s knowledge, overtly threatened, against such Originator before any Governmental Authority and (ii) such Originator is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) and (ii), (A) asserting the invalidity of this Agreement or any of the other Transaction Documents; (B) seeking to prevent the sale, transfer, assignment and conveyance (and, with respect to the Contributing Originator, contribution) of any Receivable or Related Right by such Originator to the Buyer, the ownership or acquisition by the Buyer of any Receivables or Related Right or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document; (C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by such Originator of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents or (D) individually or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Material Adverse Effect.

SECTION 5.9 No Material Adverse Effect. Since December 31, 2024, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

SECTION 5.10 Names and Location. Except as described in Schedule III, such Originator has not used any corporate names, trade names or assumed names since the date occurring five calendar years prior to the Closing Date other than its name set forth on the signature pages hereto. Such Originator is “located” (as such term is defined in the applicable UCC) in the jurisdiction specified in Schedule I and since the date occurring five calendar years prior to the Closing Date, has not been “located” (as such term is defined in the applicable UCC) in any other jurisdiction (except as specified in Schedule I). The office(s) where such Originator keeps its records concerning the Receivables is at the address(es) set forth on Schedule II.

SECTION 5.11 Margin Regulations. Such Originator is not engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meanings of Regulations T, U and X of the Board of Governors of the Federal Reserve System).

SECTION 5.12 Eligible Receivables. Each Receivable sold, transferred, contributed or assigned hereunder is an Eligible Receivable on the date of sale, transfer, contribution or assignment, unless otherwise specified in the first Monthly Report that includes such Receivable.

SECTION 5.13 Credit and Collection Policy. Such Originator has complied in all material respects with the Credit and Collection Policy with regard to each Receivable sold by it hereunder and the related Contracts.

SECTION 5.14 Investment Company Act. Such Originator is not an “investment company” registered or required to be registered under the Investment Company Act.

SECTION 5.15 Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

(a)    None of (i) such Originator, any Subsidiary or, to the knowledge of such Originator or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) to the knowledge of such Originator, any agent of such Originator or any Subsidiary that will act in any capacity in connection with or benefit from the Transaction Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons; or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws.

(b)    Each Originator and its respective Subsidiaries have implemented and maintain in effect policies and procedures designed to promote compliance by such Originator and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

(c)    Each Originator and its Subsidiaries, and to the knowledge of such Originator, each director, officer, employee, agent and Affiliate of such Originator and each such Subsidiary, is in compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.

(d)    No proceeds of any Purchase Price have been used, directly or indirectly, by such Originator, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 8.01(x) of the Receivables Financing Agreement.

(e)    Neither such Originator nor any of its Subsidiaries (i) is a “covered foreign person” as that term is used in the Outbound Investment Rules or (ii) currently engages, or has any present intention to engage in the future, directly or indirectly, in (A) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (B) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if such Originator were a United States Person or (C) any other activity that would cause the Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause the Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under the Receivables Financing Agreement.

SECTION 5.16 Financial Condition.

(a)    The audited consolidated balance sheets of the Parent and its consolidated Subsidiaries as of December 31, 2024 and the related statements of income and shareholders’ equity of the Parent and its consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished or made available to the Administrative Agent and the Lenders, present fairly in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP.

(b)    On the date hereof, and on the date of each purchase hereunder (both before and after giving effect to such purchase), such Originator is, and will be on such date, Solvent and no Insolvency Proceeding with respect to such Originator is, or will be on such date, pending or, to its knowledge, threatened.

SECTION 5.17 Taxes. Such Originator has (i) timely filed all material income and other Tax returns (federal, state and local) required to be filed by it (taking into account extensions) and (ii) paid, or caused to be paid, all material income and other Taxes, assessments and other governmental charges, if any, other than Taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

SECTION 5.18 ERISA.

(a)    Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws.

(b)    Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur, (ii) no Plan has failed to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, (iii) neither any Sinclair Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to

any Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iv) neither any Sinclair Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan and (v) neither any Sinclair Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be subject to Section 4069 or 4212(c) of ERISA.

SECTION 5.19 Plan Assets. None of the Sinclair Parties or Subsidiaries is an entity deemed to hold “plan assets” within the meaning of the Plan Asset Regulations.

SECTION 5.20 Bulk Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

SECTION 5.21 No Fraudulent Conveyance. No sale or contribution hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason.

SECTION 5.22 Ordinary Course of Business. Each of the Originators and the Buyer represents and warrants as to itself that each remittance of Collections by or on behalf of such Originator to the Buyer under this Agreement will have been (i) in payment of an obligation incurred by such Originator in the ordinary course of business or financial affairs of such Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of such Originator and the Buyer.

SECTION 5.23 Perfection Representations.

(a)    Immediately preceding its sale or contribution of each Receivable hereunder, such Originator was the owner of such Receivable sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims).

(b)    On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership interest in Receivables to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

(c)    Upon the creation of each new Receivable and Related Rights sold, contributed or otherwise conveyed or purported to be conveyed hereunder on the Closing Date and from time to time for then existing Receivables and Related Rights, the Buyer shall have a valid and perfected first priority ownership interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims).

SECTION 5.24 Additional Perfection Representations.

(a)    This Agreement creates a valid and continuing ownership interest in the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) ownership interest has been perfected and is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims).

(b)    The Receivables constitute “accounts” or “payment intangibles” within the meaning of Section 9-102 of the UCC.

(c)    Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person.

(d)    All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement.

(e)    Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in (other than those released on the Closing Date), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.

(f)    Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.24 shall be continuing and remain in full force and effect until the Final Payout Date.

SECTION 5.25 Reliance on Separate Legal Identity. Such Originator acknowledges that each of the Lenders and the Administrative Agent are entering into the Transaction Documents to which they are parties in reliance upon the Buyer’s identity as a legal entity separate from such Originator.

SECTION 5.26 Opinions. The facts regarding such Originator, the Receivables sold or contributed by it hereunder, the Related Security and the related matters set forth or assumed in each of the true sale and non-consolidation opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

SECTION 5.27 Enforceability of Contracts. Each Contract with respect to each Receivable sold or contributed by such Originator hereunder is effective to create, and has created, a valid and binding obligation of the related Obligor to pay the Outstanding Balance of such Receivable created thereunder and any accrued interest thereon, enforceable against such Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

SECTION 5.28 Nature of Pool Receivables. All Pool Receivables: (i) were originated by such Originator in the ordinary course of its business, (ii) were sold to Buyer for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act. The purchase of Pool Receivables with the proceeds of Loans made under the Receivables Financing Agreement would constitute a “current transaction” for purposes of Section 3(a)(3) of the Securities Act.

SECTION 5.29 Compliance with Laws. Such Originator has (i) complied with all Applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect and (ii) complied in all material respects with all Applicable Laws in connection with the sale, transfer, assignment and conveyance (and, with respect to the Contributing Originator, contribution) of the Receivables and the Related Rights to the Buyer.

SECTION 5.30 Servicing Programs. No license or approval is required for the Master Servicer’s or Buyer’s use of any software or other computer program used by such Originator in the servicing of the Receivables, other than (i) those which have been obtained and are in full force and effect and (ii) those for which the failure to obtain could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.31 The Lock-Boxes and Originator Accounts.

(a)    Nature of Originator Accounts. Each Originator Account constitutes a “deposit account” within the meaning of the applicable UCC.

(b)    Ownership. Each Originator Account Lock-Box and Originator Account is in the name of an Originator, and the Originators own and have good and marketable title to the Originator Accounts free and clear of any Adverse Claim (other than Permitted Adverse Claims).

(c)    Arrangement. No Sinclair Party has established any lock-box, lock-box account or other deposit account for the receipt of Collections other than the Originator Account Lock-Boxes, the Originator Accounts, the Collection Account Lock-Boxes and the Collection Accounts. Each Collection Account Lock-Box is linked to a Collection Account. Each

Originator Account Lock-Box (of which there are none as of the Closing Date) is linked to an Originator Account.

SECTION 5.32 Buyer Tax Status. The Buyer (i) is, and has been at all times since formation, a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a U.S. Person and (ii) is not an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. The Buyer is not subject to any Tax in any jurisdiction outside the United States. The Buyer is not subject to any material amount of Taxes imposed by a state or local taxing authority.

SECTION 5.33 Sinclair Credit Agreement. The facility established by this Agreement and the other Transaction Documents constitutes a “Permitted Receivables Financing” and the Buyer constitutes a “Receivables Subsidiary”, in each case as defined in the Sinclair Credit Agreement.

SECTION 5.34 No Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Event of Termination or Unmatured Event of Termination. No Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing.

SECTION 5.35 Other Transaction Documents. Each representation and warranty made by such Originator under any other Transaction Document to which it is a party is true and correct in all material respects as of the date when made.

SECTION 5.36 Subordinated Notes. Each of the Subordinated Notes are owned directly by an Originator, free and clear of any Adverse Claim (other than (i) Permitted Adverse Claims and (ii) any Adverse Claim in favor of any secured party under any Sinclair Debt but only so long as such secured party is not foreclosing on or otherwise challenging the enforceability of any Subordinated Note or any provision thereof).

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Article shall be continuing and remain in full force and effect until the Final Payout Date.

ARTICLE VI COVENANTS OF THE ORIGINATORS

SECTION 6.1 Covenants. At all times from the Closing Date until the Final Payout Date, each Originator will, unless the Administrative Agent and the Buyer shall otherwise consent in writing, perform the following covenants:

(a)    Financial Reporting. Each Originator will maintain a system of accounting established and administered in accordance with GAAP, and each Originator shall furnish to the Buyer, the Administrative Agent and each Lender such information as the Buyer, the Administrative Agent or any Lender may from time to time reasonably request relating to such system to the extent related to the Receivables and the Related Rights.

(b)    Notices. Such Originator will notify the Buyer, Administrative Agent and each Lender in writing of any of the following events promptly upon (but in no event later than fifteen (15) days after ) a Responsible Officer of such Originator or any Sinclair Party learns of the occurrence thereof (and continuation, if applicable), with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i)    Notice of Purchase and Sale Termination Events, Unmatured Purchase and Sale Termination Events, Events of Termination or Unmatured Events of Termination. Upon the occurrence and continuation of any Purchase and Sale Termination Event (as defined in Section 8.1), Unmatured Purchase and Sale Termination Event (as defined in Section 8.1), Event of Termination or Unmatured Event of Termination , which shall include a statement of Responsible Officer of such Originator setting forth the details thereof and the action which such Originator proposes to take with respect thereto.

(ii)    Representations and Warranties. The failure of any representation or warranty made or deemed made by such Originator under this Agreement or any other Transaction Document to be true and correct in any material respect when made.

(iii)    Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding which could reasonably be expected to have a Material Adverse Effect.

(iv)    Adverse Claim. (A) Any Person shall obtain an Adverse Claim (other than a Permitted Adverse Claim) upon Receivables or Related Rights or any portion thereof, (B) any Person other than an Originator, the Buyer, the Master Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Collection Account Lock-Box) or Originator Account (or related Originator Account Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Master Servicer or the Administrative Agent.

(v)    Name Changes. At least thirty (30) days (or such shorter time period as the Administrative Agent may agree in writing in its sole discretion) before any change in such Originator’s name, jurisdiction of organization or any other change requiring the amendment of financing statements or other documents filed pursuant to the UCC.

(vi)    Change in Accountants or Accounting Policy. Any change in (A) the external accountants of any Sinclair Party, (B) any accounting policy of the Buyer, or (C) any material accounting policy of any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

(vii)    ERISA Event. The occurrence of an ERISA Event that could reasonably be expected to result in a Material Adverse Effect.

(viii)    Material Adverse Change. The occurrence of any material adverse change in the business, operations, property or financial condition of (i) the Master Servicer, the Performance Guarantor or any Originator, taken as a whole, other than changes in the ordinary course of business which have not had and would not reasonably be expected to have a Material Adverse Effect and other than changes in the industry in which the Performance Guarantor or any of its Subsidiaries operate which would not reasonably be expected to have a Material Adverse Effect or (ii) the Buyer.

(ix)    Licenses. (i) Any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by such Originator or any other Sinclair Party, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which any Sinclair Party has knowledge which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by any Sinclair Party, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Sinclair Parties are taking and propose to take with respect thereto.

(c)    Conduct of Business; Preservation of Existence. Each Originator will engage in only Permitted Businesses, and will do all things necessary to preserve and keep in full force and effect its existence and, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, its franchises, authority to do business in each jurisdiction in which its business is conducted, licenses, patents, trademarks, copyrights and other proprietary rights.

(d)    Compliance with Laws. Each Originator will comply with all Applicable Laws to which it may be subject if the failure to comply could reasonably be expected to have a Material Adverse Effect.

(e)    Furnishing of Information and Inspection of Receivables. Each Originator will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender from time to time such information with respect to the Pool Receivables and the Related Rights as the Buyer, the Administrative Agent or any Lender may reasonably request; provided, that this clause (e) shall not obligate any Originator to deliver Monthly Reports and Weekly Reports (if any) more frequently than as set forth in the Receivables Financing Agreement. Each Originator will, at such Originator’s expense, during regular business hours with reasonable prior written notice, (i) permit the Buyer, the Administrative Agent and each Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or the Related Rights, (B) visit the offices and properties of such Originator for the purpose of examining such books and records, and (C) discuss matters relating to the Pool Receivables, the Related Rights or such Originator’s performance hereunder or under

the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of such Originator having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to such Pool Receivables and the Related Rights; provided, that such Originator shall be required to reimburse the Buyer and the Administrative Agent for only one (1) such review pursuant to clause (ii) above and any other similar clause in any Transaction Document in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the first such review during such twelve-month period revealed any materially adverse inaccuracies in any Monthly Report or Weekly Report.

(f)    Payments on Receivables, Collection Accounts. Each Originator will, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account, a Collection Account Lock-Box, an Originator Account Lock-Box or an Originator Account. Each Originator (or the Master Servicer on its behalf) will cause all Collections received in any Originator Account to be directly transferred to a Collection Account within five Business Days (or if a Level I Notice Event has occurred and is continuing, three Business Days) following receipt thereof in such Originator Account. Each Originator (or the Master Servicer on its behalf) will, at all times, maintain such books and records necessary (i) to identify Collections received from time to time on Pool Receivables and (ii) to segregate such Collections from property of the Originators. If any payments on the Pool Receivables or other Collections are received by an Originator, the Buyer or the Master Servicer, it shall hold (or cause the Buyer or the Master Servicer to hold) such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Lenders and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt) remit such funds into a Collection Account. The Originators shall not permit funds other than (i) Collections on Pool Receivables and the Related Rights, (ii) Political Advertisement Deposit Balances and (iii) Affiliate Collections, to be deposited into any Collection Account. In the event that any funds other than Collections on Pool Receivables and the Related Rights are deposited into any Collection Account, the Originators will cause the Master Servicer to, within two (2) Business Days, transfer such funds out of the Collection Accounts. The Originators shall provide such information with respect to Affiliate Collections and Political Advertisement Deposit Balances deposited into any Collection Account as reasonably requested by the Buyer or the Administrative Agent from time to time. The Originators shall only add (or permit the Master Servicer to add) a Collection Account (or a related Collection Account Lock-Box), a Collection Account Bank, an Originator Account (or a related Originator Account Lock-Box) or an Originator Account Bank to those listed in the Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and, if applicable, acknowledged copy of a Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Collection Account Bank. The Originators shall only terminate (or permit the Master Servicer to terminate) a Collection Account Bank or Originator Account Bank or close a Collection Account (or a related Collection Account Lock-Box) or an Originator Account (or a related Originator Account Lock-Box) with the prior written consent of the Administrative Agent. The Originators shall ensure that no

disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Buyer.

(g)    Sales, Liens, etc. No Originator will sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (other than Permitted Adverse Claims) upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Related Rights, or assign any right to receive income in respect thereof.

(h)    Extension or Amendment of Pool Receivables. Except as otherwise permitted by the Receivables Financing Agreement, no Originator will, or will permit the Master Servicer to, alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract. Each Originator shall at its expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

(i)    Fundamental Changes.

(a)    No Originator shall, without the prior written consent of the Administrative Agent and the Majority Lenders, permit itself to merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, unless in the case of any merger or consolidation (i) any Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Purchase and Sale Termination Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to Buyer and the Administrative Agent an agreement in form and substance reasonably satisfactory to the Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator under this Agreement and each other Transaction Document, (C) no Change in Control shall result, (D) the Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to the Administrative Agent that its obligations under the Performance Guarantee shall apply to the surviving entity, (E) the Administrative Agent and each Lender receive all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act as it shall request, (F) no Purchase and Sale Termination Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom and (G) the Administrative Agent and each Lender received such additional certificates, documents, instruments, lien searches, UCC financing statements, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.

(b)    No Originator shall, without the prior written consent of the Administrative Agent and the Majority Lenders, make any change in such Originator’s name, identity, corporate structure as a limited liability company or corporation or location of organization or incorporation or make any other change in such Originator’s identity or corporate structure as a limited liability company or corporation that could impair or otherwise render any UCC financing statement filed in connection with this Agreement or any other Transaction Document “seriously misleading” as such term (or similar term) is used in the applicable UCC, unless (i) such Originator shall continue to be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (ii) no Change in Control shall result, (iii) the Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to the Administrative Agent that its obligations under the Performance Guarantee shall apply to such Originator, (iv) the Administrative Agent and each Lender receive all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act as it shall request, (v) no Purchase and Sale Termination Event, Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom and (vi) the Administrative Agent and each Lender received such additional certificates, documents, instruments, lien searches, UCC financing statements, UCC financing statement amendments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.

(j)    Change in Credit and Collection Policy. No Originator will make, or direct the Master Servicer to make, any material change in the Credit and Collection Policy without the prior written consent of the Administrative Agent and the Majority Lenders. Promptly following any change in the Credit and Collection Policy, the Originator will deliver a copy of the updated Credit and Collection Policy and a summary of all changes to the Buyer, the Administrative Agent and each Lender.

(k)    Books and Records. Each Originator will maintain and implement (or cause the Master Servicer to maintain and implement) administrative and operating procedures (including (i) an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof, (ii) procedures to identify and track Political Advertisement Deposit Balances and (iii) procedures to identify and track sales with respect to, and collections on, Excluded Receivables), and keep and maintain (or cause the Master Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the timely and full collection of all Pool Receivables and the identification and reporting of all Excluded Receivables and Political Advertisement Deposit Balances (including records adequate to permit the daily identification of each Pool Receivable, Excluded Receivable and Political Advertisement Deposit Balance and all Collections of and adjustments to each existing Pool Receivable and Excluded Receivable).

(l)    Ownership Interest, Etc. Each Originator shall (and shall cause the Master Servicer to), at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable ownership or security interest in the Pool Receivables, the Related Rights and Collections with respect thereto, free and clear of any Adverse Claim (other than Permitted Adverse Claims), in favor of the Buyer (and the Administrative Agent (on behalf of the Secured Parties), as the Buyer’s assignee), including taking such action to perfect, protect or more fully evidence the interest of the Buyer (and the Administrative Agent (on behalf of the Secured Parties), as the Buyer’s assignee) as the Buyer, the Administrative Agent or any Lender may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, such Originator shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables, Related Security and Collections. Such Originator shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize such Originator to file such financing statements and other documents under the UCC without the signature of such Originator, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, such Originator shall not have any authority to file a termination, partial termination, release, partial release, discharge or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

(m)    Further Assurances. Each Originator hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Buyer or the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the purchases and contributions made hereunder or under the Receivables Financing Agreement and/or security interest granted pursuant to the Receivables Financing Agreement or any other Transaction Document, or to enable the Buyer or the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies hereunder, under the Receivables Financing Agreement or under any other Transaction Document. Without limiting the foregoing, such Originator hereby authorizes, and will, upon the request of the Buyer or the Administrative Agent, at such Originator’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Buyer or Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

(n)    Frequency of Billing. Prepare and deliver (or cause to be prepared and delivered) invoices with respect to all Receivables in accordance with the Credit and Collection Policies, but in any event no less frequently than as required under the Contract related to such Receivable.

(o)    Receivables Not to Be Evidenced by Promissory Notes or Chattel Paper. Such Originator shall not take any action to cause or permit any Receivable created, acquired or originated by it to become evidenced by any “instrument” or “chattel paper” (as defined in the applicable UCC), unless such Receivable is not specified as an Eligible Receivable in any Monthly Report that includes such Receivable.

(p)    Compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. Such Originator will, and will cause each of its respective Subsidiaries to, (a) maintain in effect and enforce policies and procedures designed to promote compliance by such Originator, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (b) notify the Buyer, the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Buyer qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Buyer ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (c) promptly upon the reasonable request of the Buyer, the Administrative Agent or any Lender, provide the Buyer, the Administrative Agent or such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

(q)    Legend. Each Originator (or the Master Servicer on its behalf) shall have placed in its books and records a legend that indicates that the Pool Receivables have been sold or pledged in accordance with this Agreement.

(r)    Taxes. Such Originator will (i) timely file (including, without limitation, on or prior to any applicable deadline under any extension) all income and other material Tax returns (federal, state and local) required to be filed by it and (ii) pay, or cause to be paid, all income and other material Taxes, assessments and other governmental charges, if any, other than Taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

(s)    Federal Assignment of Claims Act; Etc. If requested by the Buyer or the Administrative Agent during the existence of an Event of Termination, such Originator shall prepare and make any filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Receivables from Obligors that are Governmental Authorities, that are necessary or desirable in order for the Buyer and the Administrative Agent to enforce such Receivable against any Obligor thereof.

(t)    Commingling. Such Originator will take commercially reasonable actions to ensure that on and after the Closing Date that no funds are deposited into any Collection Account other than Collections on Pool Receivables, Affiliate Collections and Political Advertisement Deposit Balances.

(u)    Buyer’s Tax Status. No Originator shall take or cause any action to be taken that could result (and shall not fail to take any action the omission of which could result) in the Buyer (i) being treated other than as a “disregarded entity” within the meaning of U.S.

Treasury Regulation § 301.7701-3 that is a wholly-owned subsidiary of a U.S. Person for U.S. federal income tax purposes or (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

(v)    Insurance. Such Originator maintain insurance, including, without limitation, business interruption coverage and public liability coverage insurance from responsible companies in such amounts and against such risks to such Originator as is prudent for similarly situated companies engaged in the television broadcast industry or same industry as any other Permitted Business, as applicable.

(w)    Subordinated Notes, Etc. Such Originator will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim (other than (i) Permitted Adverse Claims and (ii) any Adverse Claim on any Subordinated Note in favor of any secured party under any Sinclair Debt but only so long as such secured party is not foreclosing on or otherwise challenging the enforceability of any Subordinated Note or any provision thereof) upon (including, without limitation, the filing of any financing statement) or with respect to, any Subordinated Note or any of such Originator’s Capital Stock in the Buyer.

(x)    Other Additional Information. Such Originator will provide to the Administrative Agent and the Lenders such other information and documentation required under applicable “know your customer” rules and regulations, the PATRIOT Act or any applicable Anti-Money Laundering Laws or Anti-Corruption Laws, in each case as from time to time reasonably requested by the Administrative Agent or any Lender.

(y)    Use of Proceeds. No Originator will, and no Originator shall use, and such Originator shall ensure that none of its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any portion of the Purchase Price, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

(z)    Commingling. Such Originator will ensure that for each Calculation Period, that the Commingling Ratio for such Calculation Period does not exceed 5.0%.

SECTION 6.2 Separateness Covenants. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Buyer’s identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Buyer is an entity with assets and liabilities distinct from those of such Originator and any other Person, and is not a division of such Originator, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator shall take such actions as shall be required in order that:

(a)    such Originator shall not be involved in the day-to-day management of the Buyer;

(b)    such Originator shall maintain separate records and books of account from the Buyer and otherwise will observe corporate formalities and have a separate area from the Buyer for its business (which may be located at the same address as the Buyer, and, to the extent that it and the Buyer have offices in the same location, share the same officers, employees, independent contractors, consultants or agents, jointly does business with vendors or service providers or otherwise share overhead expenses, there shall be a fair and appropriate allocation of such costs between them, and each shall bear its fair share of such costs);

(c)    the financial statements and books and records of such Originator shall be prepared after the date of creation of the Buyer to reflect and shall reflect the separate existence of the Buyer; provided, that the Buyer’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate of the Buyer; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Buyer’s assets are not available to satisfy the obligations of such Affiliate;

(d)    except as permitted by the Receivables Financing Agreement, (i) such Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Buyer and (ii) such Originator’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of the Buyer;

(e)    such Originator shall not act as an agent for the Buyer (except in the capacity of Servicer or a Sub-Servicer);

(f)    such Originator shall not conduct any of the business of the Buyer in its own name (except in the capacity of Servicer or a Sub-Servicer);

(g)    such Originator shall not pay any liabilities of the Buyer out of its own funds or assets other than certain limited expenses as permitted by the Transaction Documents;

(h)    such Originator shall maintain an arm’s-length relationship with the Buyer;

(i)    such Originator shall not assume or guarantee or become obligated for the debts of the Buyer or hold out its credit as being available to satisfy the obligations of the Buyer;

(j)    such Originator shall not acquire obligations of the Buyer (other than the Subordinated Notes);

(k)    to the extent such Originator and the Buyer have offices in the same location, such Originator shall fairly and appropriately allocate overhead costs between itself, and the Buyer, and the Buyer shall bear its fair share of such expenses;

(l)    such Originator shall identify and hold itself out as a separate and distinct entity from the Buyer;

(m)    such Originator shall correct any known misunderstanding respecting its separate identity from the Buyer;

(n)    such Originator shall not enter into, or be a party to, any transaction with the Buyer, except in the ordinary course of its business and on terms which are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party;

(o)    such Originator shall not pay the salaries of the Buyer’s employees, if any; and

(p)    to the extent not already covered in paragraphs (a) through (o) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 8.03 of the Receivables Financing Agreement.

ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF RECEIVABLES

SECTION 7.1 Rights of the Buyer. Each Originator hereby authorizes the Buyer, the Master Servicer or their respective designees or assignees under this Agreement or the Receivables Financing Agreement (including, without limitation, the Administrative Agent) to take any and all steps in such Originator’s name necessary or desirable, in their respective determination, to collect all amounts due under any and all Receivables sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder, including, without limitation, endorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Receivables and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment; provided, however, the Administrative Agent shall not take any of the foregoing actions unless a Purchase and Sale Termination Event or an Event of Termination has occurred and is continuing.

SECTION 7.2 Responsibilities of the Originators. Anything herein to the contrary notwithstanding:

(a)    Each Originator shall perform its obligations hereunder, and the exercise by the Buyer or its designee of its rights hereunder shall not relieve such Originator from such obligations.

(b)    None of the Buyer, the Master Servicer, the Lenders or the Administrative Agent shall have any obligation or liability to any Obligor or any other third Person with respect to any Receivables, Contracts related thereto or any other related agreements, nor shall the Buyer, the Master Servicer, the Lenders or the Administrative Agent be obligated to perform any of the obligations of such Originator thereunder.

(c)    Each Originator hereby grants to the Administrative Agent an irrevocable power-of-attorney, with full power of substitution, coupled with an interest, during the occurrence and continuation of an Event of Termination to take in the name of such Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Originator or transmitted or received by the Buyer (whether or not from such Originator) in connection with any Receivable sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder or Related Right.

SECTION 7.3 Further Action Evidencing Purchases. On or prior to the Closing Date, each Originator shall mark its master data report with a legend, acceptable to the Buyer and the Administrative Agent, evidencing that the Pool Receivables have been transferred in accordance with this Agreement and none of the Originators or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer, the Master Servicer, the Administrative Agent or any Lender may reasonably request in order to perfect, protect or more fully evidence the Receivables and Related Rights purchased by or contributed to the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, the Administrative Agent or any Lender, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate.

Each Originator hereby authorizes the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and Related Rights sold or otherwise conveyed or purported to be conveyed by it hereunder and now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.

SECTION 7.4 Application of Collections. Any payment by an Obligor in respect of any indebtedness owed by it to any Originator shall, except as otherwise specified by such Obligor or required by Applicable Law and unless otherwise instructed by the Master Servicer (with the prior written consent of the Administrative Agent) or the Administrative Agent, be applied as a Collection of any Receivable or Receivables of such Obligor to the extent of any amounts then due and payable thereunder (such application to be made starting with the oldest outstanding Receivable or Receivables) before being applied to any other indebtedness of such Obligor.

SECTION 7.5 Performance of Obligations. Each Originator shall (i) perform all of its obligations under the Contracts related to the Receivables generated by such Originator to the same extent as if interests in such Receivables had not been transferred hereunder, and the exercise by the Buyer or the Administrative Agent of its rights hereunder or under the Receivables Financing Agreement (as applicable) shall not relieve any Originator from any such obligations and (ii) pay when due any taxes, including, without limitation, any sales taxes payable in connection with the Receivables generated by such Originator and their creation and

satisfaction, except to the extent that such taxes are being contested in good faith and appropriate reserves have been maintained in accordance with GAAP.

SECTION 7.6 Originator Account Arrangements. Each Originator hereby acknowledges and agrees that neither the Master Servicer nor such Originator has any right, title or interest in any Collections with respect to any Pool Receivable on deposit in any Originator Account. To the extent that any Originator Account is titled in the name of such Originator for the benefit of the Buyer, such Originator is holding any such Collections on deposit in such Originator Account, solely as Buyer’s agent, in trust for the benefit of the Buyer, the Administrative Agent, the Lenders and the other Secured Parties. To the extent that the Buyer (or following the occurrence of any Event of Termination, the Administrative Agent) instructs such Originator to remit any such Collections on deposit in any such Originator Account, such Originator shall promptly remit such Collections directly to the Administrative Agent in partial satisfaction of the Borrower Obligations and to be applied in accordance with the priority of payments set forth in Section 4.01 of the Receivables Financing Agreement.

ARTICLE VIII PURCHASE AND SALE TERMINATION EVENTS

SECTION 8.1 Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):

(a)    the Termination Date shall have occurred;

(b)    any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall remain unremedied for three (3) Business Days;

(c)    any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Documents to which it is a party, or any other information or report delivered pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; provided, that such circumstance shall not constitute a Purchase and Sale Termination Event if such representation or warranty, or such information or report, is part of a Monthly Report, is corrected promptly (but not later than two (2) Business Days) after the Originator has knowledge or receives notice thereof; provided, further that no breach of a representation or warranty set forth in Sections 5.5, 5.12, 5.13, 5.21, 5.23, 5.24, 5.27 or 5.28 shall constitute a Purchase and Sale Termination Event pursuant to this clause (c) if credit has been given for a reduction of the Purchase Price, the outstanding principal balance of the applicable Subordinated Note has been reduced or the applicable Originator has made a cash payment to the Buyer, in any case, as required pursuant to Section 3.3(c) with respect to such breach;

(d)    any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction Document to which it is a party

and such failure, solely to the extent capable of cure, shall continue for a period of fifteen (15) days following notice or knowledge thereof by a Responsible Officer of any Sinclair Party; or

(e)    any Insolvency Proceeding shall be instituted against any Originator and such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur.

SECTION 8.2 Remedies.

(a)    Optional Termination with Consent. Upon the occurrence and during the continuation of a Purchase and Sale Termination Event, the Buyer (and not the Master Servicer), with the prior written consent of the Administrative Agent shall have the option, by notice to the Originators (with a copy to the Administrative Agent and the Lenders), to declare the Purchase Facility terminated.

(b)    Optional Termination with Notice. Any Originator may, at any time and in its sole discretion with thirty (30) day’s prior written notice to the Buyer and the Administrative Agent (any such notice, a “Voluntary Termination Notice”), terminate the sale and contribution of Receivables and Related Rights by Originators pursuant to this Agreement so long as each of the Voluntary Termination Conditions (as defined below) are satisfied in all respects as of such date of termination; provided, however, that, if any of the Voluntary Termination Conditions are not satisfied in full on or after such date of termination, then such Originator’s election to terminate the sale and contribution of Receivables and Related Rights pursuant to this Agreement shall be null and void and such sales and contributions shall continue hereunder as if such Originator had not elected their termination.

(c)    For purposes of this Agreement, “Voluntary Termination Conditions” means, as of any date of determination, the satisfaction of each of the following conditions:

(i)    the Master Servicer has caused all automatic sweeps and other automatic transfers of funds out of each Collection Account to be terminated;

(ii)    the Master Servicer has returned to the Collection Accounts all Collections on Pool Receivables which the Master Servicer is holding in trust for the benefit of the Buyer and the Secured Parties pursuant to Section 4.01(a) of the Receivables Financing Agreement;

(iii)    the Master Servicer has delivered to the Administrative Agent a Weekly Report concurrently with the delivery of such Voluntary Termination Notice and has continued to deliver an additional Weekly Report each week until the Purchase and Sale Termination Date; and

(iv)    each of the Master Servicer and each Originator covenants and agrees that it will not permit any Collections on Pool Receivables to be withdrawn or otherwise transferred out of any Collection Account on or after the date of delivery of any Voluntary Termination Notice, other than any transfers or

withdrawals that are made in accordance with the directions or instructions of the Administrative Agent.

(d)    Remedies Cumulative. Upon any termination of the Purchase Facility pursuant to Section 8.2(a) or 8.2(b), the Buyer (and the Administrative Agent as Buyer’s assignee) shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws, which rights shall be cumulative.

ARTICLE IX INDEMNIFICATION

SECTION 9.1 Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable Law, each Originator and Sinclair, jointly and severally, hereby agrees to indemnify the Buyer, each of its officers, directors, employees, agents, employees and respective assigns, the Administrative Agent and each Lender (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, claims, losses, judgments, liabilities, penalties and related costs and expenses (including Attorney Costs) (all of the foregoing being collectively called “Purchase and Sale Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with:

(a)    the breach of any representation or warranty made or deemed made by such Originator (or any employee, officer or agent of such Originator) under or in connection with this Agreement or any of the other Transaction Documents, or any information or report delivered by or on behalf of such Originator pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or delivered;

(b)    the transfer by such Originator of any interest in any Pool Receivable or Related Right other than the transfer of any Pool Receivable and Related Security to the Buyer pursuant to this Agreement or the grant of a security interest to the Buyer pursuant to this Agreement;

(c)    the failure by such Originator to comply with the terms of any Transaction Document or with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;

(d)    the lack of an enforceable ownership interest, or a first priority perfected lien, in the Pool Receivables (and all Related Security) originated by such Originator against all Persons (including any bankruptcy trustee or similar Person), in either case, free and clear of any Adverse Claim;

(e)    the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable or the Related Rights;

(f)    any suit or claim related to the Pool Receivables originated by such Originator (including any products liability or environmental liability claim arising out of or in connection with the property, products or services that are the subject of any Pool Receivable originated by such Originator);

(g)    any dispute, claim, offset or defense (other than discharge in bankruptcy of any Obligor) of any Obligor to the payment of any Pool Receivable (including, without limitation, (x) a defense based on such Pool Receivable or the related Contract or Agency Letter not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from (A) the sale of goods or rights (including rights under licenses and copyrights) or the rendering of services related to such Pool Receivable, (B) collection activities with respect to such Pool Receivable, (C) the furnishing or failure to furnish any such goods or services or (D) other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

(h)    any failure of such Originator to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable;

(i)    any products liability, environmental or other claim arising out of or in connection with any Receivable or other merchandise, goods or services which are the subject of or related to any Receivable;

(j)    the commingling of Collections of Pool Receivables at any time with other funds (including in any Originator Account);

(k)    the failure by such Originator to provide, or unreasonable delay by such Originator in providing, to any Obligor an invoice or other evidence of indebtedness;

(l)    any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or in respect of any Pool Receivable or any Related Rights;

(m)    any claim brought by any Person other than a Purchase and Sale Indemnified Party arising from any activity by such Originator or any Affiliate of such Originator in servicing, administering or collecting any Pool Receivable;

(n)    the failure by such Originator to pay when due any transfer, sales, excise or personal property taxes in connection with the Receivables, the origination thereof, or the transfer thereof;

(o)    any set-off exercised by any Originator Account Bank with respect to any Collections on deposit in any Originator Account;

(p)    any product liability claim arising out of or in connection with goods or services that are the subject of any Receivable generated by such Originator;

(q)    the failure of delay to provide any Obligor with an invoice or other evidence of indebtedness;

(r)    any Tax, and related out-of-pocket costs and expenses, including without limitation Attorney Costs in defending against the same, which are required to be paid by reason of the purchase or ownership of the Receivables generated by such Originator or any Related Rights connected with any such Receivables;

(s)    any funds that are remitted by or on behalf of any Advertiser Obligor to an Agency Obligor with respect to any Sequential Receivable that are not subsequently remitted by or on behalf of such Agency Obligor to any Originator, the Master Servicer or any Affiliate thereof within one hundred twenty (120) days of such receipt;

(t)    any Adverse Claim with respect to any Originator Account;

(u)    any liability under Section 5.03 or any breach of the representations of Section 7.01(y) or the covenant in Section 8.01(dd) of the Receivables Financing Agreement;

(v)    any action taken by the Administrative Agent as attorney-in-fact for such Originator pursuant to this Agreement or any other Transaction Document; or

(w)    any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Laws or Sanctions, incurred in connection with the Transaction Documents;

provided that such indemnity shall not be available to any Purchase and Sale Indemnified Party to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Purchase and Sale Indemnified Party seeking indemnification, (y) constitute recourse with respect to a Pool Receivable solely by reason of the bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor or (z) are Taxes (other than (I) as specifically enumerated above and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim).

Notwithstanding anything to the contrary in this Agreement, solely for purposes of such Originator’s indemnification obligations in this Article IX, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality shall be deemed to be not so qualified.

If for any reason the foregoing indemnification is unavailable to any Purchase and Sale Indemnified Party or insufficient to hold it harmless, then the Originators, jointly and severally, shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of such Originator and its Affiliates (other than Buyer), on the one hand, and such Purchase and Sale Indemnified Party, on the other hand, in the matters contemplated by this Agreement as well as the relative fault of such Originator and its Affiliates

(other than Buyer) and such Purchase and Sale Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of such Originator under this Section shall be in addition to any liability which such Originator may otherwise have, shall extend upon the same terms and conditions to each Purchase and Sale Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of such Originator and the Purchase and Sale Indemnified Parties. Any indemnification or contribution under this Section shall survive the termination of this Agreement.

ARTICLE X MISCELLANEOUS

SECTION 10.1 Amendments, etc.

(a)    The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and executed by the Buyer, the Master Servicer and each Originator, with the prior written consent of the Administrative Agent and the Majority Lenders.

(b)    No failure or delay on the part of the Buyer, the Master Servicer, any Originator, the Administrative Agent or any third-party beneficiary in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Buyer, the Master Servicer or any Originator in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Buyer, the Administrative Agent or the Master Servicer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

(c)    The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings.

SECTION 10.2 Notices, etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including electronic mail communication) and shall be delivered or sent by electronic mail, or by overnight mail, to the intended party at the mailing or electronic mail address of such party set forth under its name on Schedule IV hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto or in the case of the Administrative Agent or any Lender, at their respective address for notices pursuant to the Receivables Financing Agreement. All such notices and communications shall be effective (i) if delivered by overnight mail, when received, and (ii) if transmitted by electronic mail, when sent, receipt confirmed by telephone or electronic means.

SECTION 10.3 No Waiver; Cumulative Remedies.

(a)    The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, Sinclair and each Originator hereby authorizes the Buyer, the Administrative Agent and each Lender (collectively, the “Set-off Parties”), at any time and from time to time, to the fullest extent permitted by law, to set off, against any obligations of Sinclair or such Originator to such Set-off Party arising in connection with the Transaction Documents (including, without limitation, amounts payable pursuant to Section 9.1) that are then due and payable or that are not then due and payable but have accrued, any and all deposits (general or special, time or demand, provisional or final) at any time held by, and any and all indebtedness at any time owing by, any Set-off Party to or for the credit or the account of Sinclair or such Originator.

(b)    Each of the Senior Interest Holders may, from time to time, at its sole discretion, without notice or demand to any Originator or any Holder, and without waiving any of its rights under any of the Subordination Provisions, take any or all of the following actions: (i) retain or obtain an interest in any property securing any of the Senior Interests pursuant to, and to the extent set forth in, the Transaction Documents; (ii) retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to any of the Senior Interests; (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Interests, or release or compromise any obligation of any nature with respect to any of the Senior Interests in accordance with the Transaction Documents; (iv) amend, supplement, or otherwise modify any Transaction Document in accordance with the terms thereof; provided, amendments, supplements or modifications of this Agreement are subject to the requirements of Section 10.01 (including, the Originator consent); and (v) release its security interest in, or surrender, release or permit any substitution or exchange for all or any part of any rights or property securing any of the Senior Interests, or extend or renew for one or more periods (whether or not longer than the original period), or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such rights or property.

(c)    The Subordination Provisions are made for the benefit of the Senior Interest Holders, and the Administrative Agent may proceed to enforce such provisions on behalf of each of such Persons.

SECTION 10.4 Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Buyer and each Originator and their respective successors and assigns. No Originator may assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, the Administrative Agent and each Lender, except as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree. The rights and remedies with respect to any breach of any representation and warranty made by any Originator pursuant to Article V and the indemnification and payment provisions of Article IX and Section 10.6 shall be continuing and shall survive any termination of this Agreement.

SECTION 10.5 Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER

CONFLICTS OF LAW PROVISIONS THEREOF), EXCEPT TO THE EXTENT THAT THE PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

SECTION 10.6 Costs, Expenses and Taxes. In addition to the obligations of the Originators under Article IX, each Originator, severally and for itself alone, and Sinclair, jointly and severally with each Originator, agrees to pay on demand:

(a)    to the Buyer (and any successor and assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery and administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the reasonable and documented Attorney Costs for the Buyer (and any successor and assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder with respect thereto and with respect to advising any such Person as to their rights and remedies under this Agreement and the other Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder incurred in connection with the administration and maintenance of this Agreement or advising any such Person as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document;

(b)    to the Buyer (and any successor and assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable and documented out-of-pocket costs and expenses (including reasonable Attorney Costs), of any such Person incurred in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents; and

(c)    all stamp, franchise and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents to be delivered hereunder, and agrees to indemnify each Purchase and Sale Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

SECTION 10.7 SUBMISSION TO JURISDICTION.

(a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO

THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b)    EACH PARTY HERETO (AND THEIR PERMITTED SUCCESSORS AND ASSIGNS) CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED IN SCHEDULE IV. NOTHING IN THIS SECTION 10.7 SHALL AFFECT THE RIGHT OF THE PARTIES HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 10.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

SECTION 10.9 Captions and Cross References; Incorporation by Reference. The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Article, Section, Schedule or Exhibit are to such Article, Section, Schedule or Exhibit of this Agreement, as the case may be. The Schedules and Exhibits hereto are hereby incorporated by reference into and made a part of this Agreement.

SECTION 10.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by electronic means shall be equally effective as delivery of an originally executed counterpart. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Transaction Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted

into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof.  Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Sinclair Parties, electronic images of this Agreement or any other Transaction Document (in each case, including with respect to any signature pages thereto)  shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Transaction Documents based solely on the lack of paper original copies of any Transaction Documents, including with respect to any signature pages thereto.

SECTION 10.11 Acknowledgment and Agreement. By execution below, each Originator expressly acknowledges and agrees that all of the Buyer’s rights, title, and interests in, to, and under this Agreement (but not its obligations), shall be assigned by the Buyer to the Administrative Agent (for the benefit of the Lenders) pursuant to the Receivables Financing Agreement, and each Originator consents to such assignment. Each of the parties hereto acknowledges and agrees that the Lenders and the Administrative Agent are third-party beneficiaries of the rights of the Buyer arising hereunder and under the other Transaction Documents to which any Originator is a party, and notwithstanding anything to the contrary contained herein or in any other Transaction Document, during the occurrence and continuation of an Event of Termination under the Receivables Financing Agreement, the Administrative Agent, and not the Buyer, shall have the sole right to exercise all such rights and related remedies.

SECTION 10.12 No Proceeding. Each Originator hereby agrees that it will not institute, or join any other Person in instituting, against the Buyer any Insolvency Proceeding for at least one year and one day following the Final Payout Date. Each Originator further agrees that notwithstanding any provisions contained in this Agreement to the contrary, the Buyer shall not, and shall not be obligated to, pay any amount in respect of any Subordinated Note or otherwise to such Originator pursuant to this Agreement unless the Buyer has received funds which may, subject to Section 4.01 of the Receivables Financing Agreement, be used to make such payment. Any amount which the Buyer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or corporate obligation of the Buyer by such Originator for any such insufficiency unless and until the provisions of the foregoing sentence are satisfied. The agreements in this Section 10.12 shall survive any termination of this Agreement.

SECTION 10.13 Mutual Negotiations. This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

SECTION 10.14 Joint and Several Liability. Each of the representations, warranties, covenants, obligations, indemnities and other undertakings of any Originator hereunder shall be made jointly and severally, and are joint and several liabilities of each of the Originators hereunder.

SECTION 10.15 Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

BUYER:
SINCLAIR FINANCE SPV, LLC
By: /s/ Chris Ripley
Name: Christopher Ripley
Title: President
MASTER SERVICER:
SINCLAIR TELEVISION GROUP, INC.
By: /s/ Chris Ripley
Name: Christopher Ripley
Title: Chief Executive Officer and President
ORIGINATORS:
SINCLAIR TELEVISION GROUP, INC.
By: /s/ Chris Ripley
Name: Christopher Ripley
Title: Chief Executive Officer and President

S-1    Receivables Sale Agreement

Schedule I

LIST AND LOCATION OF EACH ORIGINATOR

Originator	Jurisdiction of Incorporation	Chief Executive Office(s)
Sinclair Television Group, Inc.	Maryland	10706 Beaver Dam Road<br><br>Hunt Valley, MD 21030

Schedule I-1    Receivables Sale Agreement

Schedule II

LOCATION OF BOOKS AND RECORDS OF ORIGINATORS

Originator	Location of Books and Records
Sinclair Television Group, Inc.	10706 Beaver Dam Road<br><br>Hunt Valley, MD 21030

Schedule II-1    Receivables Sale Agreement

Schedule III

PRIOR LEGAL NAMES

Sinclair Television Group, Inc.

None.

TRADE NAMES

Sinclair Television Group, Inc.

None.

Schedule III-1    Receivables Sale Agreement

Schedule IV

NOTICE ADDRESSES

If to Sinclair Television Group, Inc.:

Sinclair Television Group, Inc.

10706 Beaver Dam Road

Hunt Valley, MD 21030

Attention: Narinder Sahai

Email: nksahai@sbgtv.com

with a copy to:

Justin Bray

Email: JLBray@sbgtv.com

David Gibber

Email: dbgibber@sbgtv.com

If to the Buyer:

c/o Sinclair Television Group, Inc.

10706 Beaver Dam Road

Hunt Valley, MD 21030

Attention: Narinder Sahai

Email: nksahai@sbgtv.com

with a copy to:

Justin Bray

Email: JLBray@sbgtv.com

David Gibber

Email: dbgibber@sbgtv.com

If to the Master Servicer:

Sinclair Television Group, Inc.

10706 Beaver Dam Road

Hunt Valley, MD 21030

Attention: Narinder Sahai

Email: nksahai@sbgtv.com

with a copy to:

Schedule IV-1    Receivables Sale Agreement

Justin Bray

Email: JLBray@sbgtv.com

David Gibber

Email: dbgibber@sbgtv.com

Schedule IV-2    Receivables Sale Agreement

Schedule V

ACTIONS/SUITS

None.

Schedule V-1    Receivables Sale Agreement

Exhibit A

FORM OF PURCHASE REPORT

Originator:
Buyer:
Payment Date:		________________ ___, 20___
1.	Outstanding Balance of Receivables [Purchased] [Contributed to the Capital of Buyer] [on the Closing Date][during the preceding calendar month]:
2.	[Fair Market Value Discount:
	1/{1 + (Prime Rate x Days Sales Outstanding)}
			365
	Where:
	Prime Rate = __________
	Days Sales Outstanding = __________]
3.	Purchase Price (1 x 2) = __________
4.	Reductions in the Purchase Price = __________
5.	Net Purchase Price (3 – 4) = __________

All values are in US Dollars.

Exhibit A-1    Receivables Sale Agreement

Exhibit B

FORM OF SUBORDINATED NOTE

SUBORDINATED NOTE

New York, New York [____], 20[__]

FOR VALUE RECEIVED, the undersigned, SINCLAIR FINANCE SPV, LLC, a Delaware limited liability company (the “Buyer”), promises to pay to [________________], a [______________] (the “Originator”), on the terms and subject to the conditions set forth herein and in the Receivables Sale Agreement referred to below, the aggregate unpaid Purchase Price of all Receivables purchased by the Buyer from the Originator pursuant to such Receivables Sale Agreement, as such unpaid Purchase Price is shown in the records of the Master Servicer.

1.    Receivables Sale Agreement. This Subordinated Note is one of the Subordinated Notes described in, and is subject to the terms and conditions set forth in, that certain Receivables Sale Agreement dated as of November 6, 2025 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Receivables Sale Agreement”), among the Buyer, Sinclair Television Group, Inc., as Master Servicer, the Originator, and the other originators from time to time party thereto. Reference is hereby made to the Receivables Sale Agreement for a statement of certain other rights and obligations of the Buyer and the Originator. In the case of any conflict between the terms of this Subordinated Note and the Receivables Sale Agreement, the terms of the Receivables Sale Agreement shall control.

2.    Definitions. Capitalized terms used (but not defined) herein have the meanings assigned thereto in the Receivables Sale Agreement and in Article I of the Receivables Financing Agreement (as defined in the Receivables Sale Agreement). In addition, as used herein, the following terms have the following meanings:

“Bankruptcy Proceedings” has the meaning set forth in clause (b) of paragraph 9 hereof.

“Final Maturity Date” means the Payment Date immediately following the date that falls one year and one day after the later of (a) the Termination Date and (b) the Final Payout Date.

“Junior Liabilities” means all obligations of Buyer under this Subordinated Note.

“Prime Rate” means a per annum rate equal to the “U.S. Prime Rate” as published in the “Money Rates” section of The Wall Street Journal or if such information ceases to be published in The Wall Street Journal, such other publication as determined by the Buyer in its sole discretion.

Exhibit B-1    Receivables Sale Agreement

“Senior Interest Holders” means, collectively, the Lenders, the Administrative Agent, the Borrower Indemnified Parties, the Master Servicer Indemnified Parties and the Affected Persons.

“Senior Interests” means, collectively, (i) the Aggregate Interest, (ii) the Aggregate Principal, (iii) the fees referred to in Section 2.03 of the Receivables Financing Agreement, (iv) all amounts payable pursuant to Sections 4.01, 4.02, 5.01, 13.01, 13.02 or 14.04 of the Receivables Financing Agreement, (v) all Borrower Obligations, (vi) the security interest granted to the Administrative Agent in the Collateral and (vii) all other obligations of the Buyer and the Master Servicer that are due and payable, to (a) the Lenders, the Administrative Agent and their respective successors, permitted transferees and assigns arising in connection with the Transaction Documents and (b) any Borrower Indemnified Party, Master Servicer Indemnified Party or Affected Person arising in connection with the Receivables Financing Agreement or any other Transaction Document, in each case, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, together with any and all interest accruing on any such amount after the commencement of any Bankruptcy Proceedings, notwithstanding any provision or rule of law that might restrict the rights of any Senior Interest Holder, as against the Buyer or anyone else, to collect such interest.

“Subordination Provisions” means, collectively, clauses (a) through (l) of paragraph 9 hereof.

3.    Interest. Subject to the Subordination Provisions set forth below, the Buyer promises to pay interest on this Subordinated Note as follows: to (but excluding) the date on which the entire aggregate unpaid Purchase Price is fully paid, the aggregate unpaid Purchase Price from time to time outstanding shall bear interest at a rate per annum equal to the Prime Rate.

4.    Interest Payment Dates. Subject to the Subordination Provisions set forth below, the Buyer shall pay accrued interest on this Subordinated Note on each Monthly Settlement Date, and shall pay accrued interest on the amount of each principal payment made in cash on a date other than a Monthly Settlement Date at the time of such principal payment.

5.    Basis of Computation. Interest accrued hereunder shall be computed for the actual number of days elapsed on the basis of a 365- or 366-day year, as the case may be.

6.    Principal Payment Dates. Subject to the Subordination Provisions set forth below, payments of the principal amount of this Subordinated Note shall be made as follows:

(a)    The principal amount of this Subordinated Note shall be reduced by an amount equal to each payment deemed made pursuant to Section 3.3 of the Receivables Sale Agreement.

Exhibit B-2    Receivables Sale Agreement

(b)    The entire outstanding principal amount of this Subordinated Note shall be paid on the Final Maturity Date.

(c)    Subject to the Subordination Provisions set forth below, the principal amount of and accrued interest on this Subordinated Note may be prepaid by, and in the sole discretion of the Buyer, on any Business Day without premium or penalty.

7.    Payment Mechanics. All payments of principal and interest hereunder are to be made in lawful money of the United States of America in the manner specified in Article III of the Receivables Sale Agreement.

8.    [Reserved].

9.    Subordination Provisions. The obligations under this Subordinated Note are expressly subordinated in right of payment to the payment and performance of the Senior Interests, and any payment hereunder is pari passu in right of payment and performance to all other Junior Liabilities, to the extent and in the manner set forth in the following clauses of this paragraph 9 (the “Subordination Provisions”). Buyer covenants and agrees, and the Originator and other assignee, transferee or pledgee of this Subordinated Note (collectively, the Originator and any such other assignee, transferee or pledgee are called the “Holder”), by its acceptance of any sale, assignment, transfer or pledge of this Subordinated Note, shall be deemed conclusively to have agreed for the benefit of the Senior Interest Holders, to the Subordination Provisions and the Originator and each Holder by its acceptance of this Subordinated Note shall be bound by such provisions:

(a)    No payment or other distribution of the Buyer’s assets of any kind or character, whether in cash, securities, or other rights or property, shall be made on account of this Subordinated Note except to the extent such payment or other distribution is (i) permitted under Section 8.01(s) of the Receivables Financing Agreement or (ii) made pursuant to clause (a) or (b) of paragraph 6 of this Subordinated Note;

(b)    (i) In the event of any dissolution, winding up, liquidation, composition or readjustment of debt, reorganization or other similar event relating to the Buyer, whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors, appointment of a receiver, trustee (other than a trustee under a deed of trust, indenture or similar instrument), custodian, sequestrator (or other similar official) for Buyer or the creditors of Buyer, or any sale of all or substantially all of the assets of the Buyer other than as permitted by the Receivables Sale Agreement (such proceedings being herein collectively called “Bankruptcy Proceedings”), and (ii) on or after the occurrence of the occurrence of the Purchase and Sale Termination Date or the Termination Date, the Senior Interests shall first be paid and performed in full and in cash before the Holder shall be entitled to receive and to retain any payment or distribution in respect of this Subordinated Note. In order to implement the foregoing: (i) all payments and distributions of any kind or character in respect of this Subordinated Note to which the Holder would be entitled except for this clause (b) shall be made directly to the Administrative Agent (for the

Exhibit B-3    Receivables Sale Agreement

benefit of the Senior Interest Holders); (ii) the Holder shall promptly file a claim or claims, in the form required in any Bankruptcy Proceedings, for the full outstanding amount owed under this Subordinated Note (and if the Holder does not timely do so, the Administrative Agent may), and shall use commercially reasonable efforts to cause said claim or claims to be approved and all payments and other distributions in respect thereof to be made directly to the Administrative Agent (for the benefit of the Senior Interest Holders) until the Senior Interests shall have been paid and performed in full and in cash; and (iii) the Holder hereby irrevocably agrees that the Administrative Agent (acting on behalf of the Lenders), may in the name of the Holder or otherwise, demand, sue for, collect, receive and receipt for any and all such payments or distributions, and file, prove and vote or consent in any such Bankruptcy Proceedings with respect to any and all claims of the Holder relating to this Subordinated Note, in each case until the Senior Interests shall have been paid and performed in full and in cash;

(c)    All payments and distributions received by the Administrative Agent in respect of this Subordinated Note, to the extent received in or converted into cash, may be applied by the Administrative Agent (for the benefit of the Senior Interest Holders) first, to the payment of any and all expenses (including Attorney Costs) paid or incurred by the Administrative Agent or the Senior Interest Holders in enforcing the Subordination Provisions, or in endeavoring to collect or realize upon the Junior Liabilities, and second, any balance thereof shall, solely as between any Holder and the Senior Interest Holders, be applied by the Administrative Agent (in the order of application set forth in Section 4.01(a) of the Receivables Financing Agreement) toward the payment of the Senior Interests in a manner determined by the Administrative Agent to be in accordance with the Receivables Financing Agreement; but as between the Buyer and its creditors, no such payments or distributions of any kind or character shall be deemed to be payments or distributions in respect of the Senior Interests unless applied to the Senior Interests in accordance with the Receivables Financing Agreement;

(d)    In the event that the Holder receives any payment or other distribution of any kind or character from the Buyer or from any other source whatsoever, in respect of this Subordinated Note, other than as expressly permitted by the terms of this Subordinated Note, such payment or other distribution shall be received in trust for the Senior Interest Holders and shall immediately be turned over in cash by the Holder to the Administrative Agent (for the benefit of the Senior Interest Holders) until the Senior Interests have been paid and performed in full in cash. The Holder will mark its books and records so as clearly to indicate that this Subordinated Note is subordinated in accordance with the terms hereof.

(e)    Notwithstanding any payments or distributions received by the Senior Interest Holders in respect of this Subordinated Note, while any Bankruptcy Proceedings are pending the Holder shall not be subrogated to the then existing rights of the Senior Interest Holders in respect of the Senior Interests until the Senior Interests have been paid and performed in full and in cash. If no Bankruptcy Proceedings are pending, the Holder shall only be entitled to exercise any subrogation rights that it may acquire (by reason of

Exhibit B-4    Receivables Sale Agreement

a payment or distribution to the Senior Interest Holders in respect of this Subordinated Note) to the extent that any payment arising out of the exercise of such rights would be permitted under Section 8.01(s) of the Receivables Financing Agreement;

(f)    The Subordination Provisions are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the Senior Interest Holders on the other hand. Nothing contained in the Subordination Provisions or elsewhere in this Subordinated Note is intended to or shall impair, as between the Buyer, its creditors (other than the Senior Interest Holders) and the Holder, the Buyer’s obligation, which is unconditional and absolute, to pay the Holder the principal of and interest on this Subordinated Note as and when the same shall become due and payable in accordance with the terms hereof and of the Receivables Sale Agreement or to affect the relative rights of the Holder and creditors of the Buyer (other than the Senior Interest Holders);

(g)    The Holder shall not, until the Senior Interests have been paid and performed in full and in cash, (i) cancel, waive, forgive, transfer or assign, or commence legal proceedings to enforce or collect, or subordinate to any obligation of the Buyer, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing, or due or to become due, other than the Senior Interests, this Subordinated Note or any rights in respect hereof or (ii) convert this Subordinated Note into an equity interest in the Buyer, unless the Holder shall, in either case, have received the prior written consent of the Administrative Agent;

(h)    The Holder shall not, without the advance written consent of the Administrative Agent and each Lender, commence, or join with any other Person in commencing, any Bankruptcy Proceedings with respect to the Buyer until at least one year and one day shall have passed since the Senior Interests shall have been paid and performed in full and in cash;

(i)    The Holder shall not, without the advance written consent of the Administrative Agent and each Lender, assert that any Person and the Buyer should be substantively consolidated or that the Buyer is not or was not a limited liability company separate and distinct from the Originator or any other Person;

(j)    The Holder shall not, without the advance written consent of the Administrative Agent and each Lender, institute, or cause or require the Originator to institute, any action or suit or exercise, or cause or require the Originator to exercise, any rights or remedies of the Originator upon or with respect to any breach or default by the Buyer or any other Person under any of the Transaction Documents or attempt to prohibit or restrict any sale or other transfer of the Receivables or Related Rights under the Receivables Sale Agreement or to interfere in any manner with the transactions contemplated under the Receivables Sale Agreement or the Receivables Financing Agreement.

(k)    If, at any time, any payment (in whole or in part) made with respect to any Senior Interest is rescinded or must be restored or returned by a Senior Interest Holder

Exhibit B-5    Receivables Sale Agreement

(whether in connection with Bankruptcy Proceedings or otherwise), the Subordination Provisions shall continue to be effective or shall be reinstated, as the case may be, as though such payment had not been made;

(l)    Each of the Senior Interest Holders may, from time to time, at its sole discretion, without notice or demand to the Holder, and without waiving any of its rights under the Subordination Provisions, take any or all of the following actions: (i) retain or obtain an interest in any property to secure any of the Senior Interests; (ii) retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to any of the Senior Interests; (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Interests, or release or compromise any obligation of any nature with respect to any of the Senior Interests; (iv) amend, supplement, amend and restate, or otherwise modify any Transaction Document; and (v) release its security interest in, or surrender, release or permit any substitution or exchange for all or any part of any rights or property securing any of the Senior Interests, or extend or renew for one or more periods (whether or not longer than the original period), or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such rights or property;

(m)    The Holder hereby waives: (i) notice of acceptance of the Subordination Provisions by any of the Senior Interest Holders; (ii) notice of the existence, creation, non-payment or non-performance of all or any of the Senior Interests; and (iii) all diligence in enforcement, collection or protection of, or realization upon, the Senior Interests, or any thereof, or any security therefor;

(n)    Each of the Senior Interest Holders may, from time to time, on the terms and subject to the conditions set forth in the Transaction Documents to which such Persons are party, but without notice to the Holder, assign or transfer any or all of the Senior Interests, or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Senior Interests shall be and remain Senior Interests for the purposes of the Subordination Provisions, and every immediate and successive assignee or transferee of any of the Senior Interests or of any interest of such assignee or transferee in the Senior Interests shall be entitled to the benefits of the Subordination Provisions to the same extent as if such assignee or transferee were the assignor or transferor; and

(o)    The Subordination Provisions constitute a continuing offer from the Holder to all Persons who become the holders of, or who continue to hold, Senior Interests; and the Subordination Provisions are made for the benefit of the Senior Interest Holders, and the Administrative Agent may proceed to enforce such provisions on behalf of each of such Persons.

10.    General. No failure or delay on the part of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No amendment, restatement, modification or waiver of, or consent with respect

Exhibit B-6    Receivables Sale Agreement

to, any provision of this Subordinated Note shall in any event be effective unless (i) the same shall be in writing and signed and delivered by the Buyer and the Holder and acknowledged and agreed to by the Administrative Agent and (ii) all consents required for such actions under the Transaction Documents shall have been received by the appropriate Persons.

11.    Maximum Interest. Notwithstanding anything in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

12.    Assignment. The Originator may assign, transfer, pledge, hypothecate or otherwise transfer its rights and obligations deriving from this Subordinated Note to any secured party under any Sinclair Debt; provided that such secured party shall be deemed conclusively to have agreed for the benefit of the Senior Interest Holders, to the Subordination Provisions and shall be bound by such provisions. No Holder may sell, assign, transfer, pledge, hypothecate or otherwise transfer its rights and obligations under this Subordinated Note to any Person other than any secured party under any Sinclair Debt.

Exhibit B-7    Receivables Sale Agreement

13.    Governing Law. THIS SUBORDINATED NOTE, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

14.    Captions. Paragraph captions used in this Subordinated Note are for convenience only and shall not affect the meaning or interpretation of any provision of this Subordinated Note.

Exhibit B-8    Receivables Sale Agreement

IN WITNESS WHEREOF, the Buyer has caused this Subordinated Note to be executed as of the date first written above.

SINCLAIR FINANCE SPV, LLC

By:_______________________________________

Name:____________________________________

Title:_____________________________________

Exhibit B-9    Receivables Sale Agreement

Exhibit C

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT, dated as of ___________, 20[__] (this “Agreement”) is executed by__________, a ______________ organized under the laws of __________ (the “Additional Originator”), with its principal place of business located at __________.

BACKGROUND:

A.    Sinclair Finance SPV, LLC, a Delaware limited liability company (the “Buyer”), Sinclair Television Group, Inc., a Maryland corporation, as initial Master Servicer, and the various entities from time to time party thereto, as Originators (collectively, the “Originators”), have entered into that certain Receivables Sale Agreement, dated as of November 6, 2025 (as amended, restated, supplemented or otherwise modified through the date hereof, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Receivables Sale Agreement”).

B.    The Additional Originator desires to become an Originator pursuant to Section 4.3 of the Receivables Sale Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Additional Originator hereby agrees as follows:

SECTION 1.    Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Sale Agreement or in the Receivables Financing Agreement (as defined in the Receivables Sale Agreement).

SECTION 2.    Transaction Documents. The Additional Originator hereby agrees that it shall be bound by all of the terms, conditions and provisions of, and shall be deemed to be a party to (as if it were an original signatory to), the Receivables Sale Agreement and each of the other relevant Transaction Documents. From and after the later of the date hereof and the date that the Additional Originator has complied with all of the requirements of Section 4.3 of the Receivables Sale Agreement, the Additional Originator shall be an Originator for all purposes of the Receivables Sale Agreement and all other Transaction Documents. The Additional Originator hereby acknowledges that it has received copies of the Receivables Sale Agreement and the other Transaction Documents.

SECTION 3.    Representations and Warranties. The Additional Originator hereby makes all of the representations and warranties set forth in Article V (to the extent applicable) of the Receivables Sale Agreement as of the date hereof (unless such representations or warranties relate to an earlier date, in which case as of such earlier date), as if such representations and warranties were fully set forth herein. The Additional Originator hereby represents and warrants that its “location” (as defined in the applicable UCC) is [____________________], and the

Exhibit C-1    Receivables Sale Agreement

offices where the Additional Originator keeps all of its books and records concerning the Receivables and Related Security is as follows:

SECTION 4.    Miscellaneous. This Agreement, including the rights and duties of the parties hereto, shall be governed by, and construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, but without regard to any other conflicts of law provisions thereof). This Agreement is executed by the Additional Originator for the benefit of the Buyer, and its assigns, and each of the foregoing parties may rely hereon. This Agreement shall be binding upon, and shall inure to the benefit of, the Additional Originator and its successors and permitted assigns.

[Signature Pages Follow]

Exhibit C-2    Receivables Sale Agreement

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date first above written.

[NAME OF ADDITIONAL ORIGINATOR], a [_______________]

By:_______________________________________

Name:

Title:

Consented to:

SINCLAIR FINANCE SPV, LLC

By:

Name:     Title:

Acknowledged by:

WELLS FARGO BANK, N.A. as Administrative Agent

By:

Name:     Title:

[LENDERS]

By:

Name:     Title:

SINCLAIR TELEVISION GROUP, INC.

By:

Name:     Title:

Exhibit C-3    Receivables Sale Agreement

Document

Exhibit 10.5

PERFORMANCE UNDERTAKING

THIS PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of November 6, 2025, is executed by Sinclair Broadcast Group, LLC, a Maryland limited liability company (“Parent” or “Performance Guarantor”), in favor of Wells Fargo Bank, N.A., as administrative agent for the benefit of the Secured Parties (in such capacity, together with its successors and assigns, “Administrative Agent”).

RECITALS

1.    Sinclair Television Group, Inc., a Maryland corporation (“Sinclair”), together with any other “Originator” from time to time party to the Sale Agreement, each an “Originator” and collectively, the “Originators”, Sinclair, as initial master servicer (in such capacity, the “Initial Master Servicer” and together with any assignee of the Initial Master Servicer that is an Affiliate of the Parent (any such Person, a “Successor Master Servicer” and together with the Initial Master Servicer, the “Master Servicer”) and the Master Servicer together with each of the Originators, each a “Covered Entity”, and collectively, the “Covered Entities” and Sinclair Finance SPV, LLC, a Delaware limited liability company (“Borrower”) have entered into a Receivables Sale Agreement, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Sale Agreement”), pursuant to which the Originators, subject to the terms and conditions contained therein, will from time to time on and after the Closing Date sell and/or contribute their respective right, title and interest in their Receivables to Borrower.

2.    Pursuant to the Receivables Financing Agreement (hereinafter defined), the Master Servicer has agreed to act as master servicer under the Receivables Financing Agreement and in that capacity has agreed, among other things, to service the Receivables.

3.    Each of the Covered Entities is a Subsidiary of Performance Guarantor, and Performance Guarantor is expected to receive substantial direct and indirect benefits from the sale and/or contribution of Receivables by the Covered Entities to Borrower pursuant to the Sale Agreement and the servicing of the Receivables by the Master Servicer (which benefits are hereby acknowledged).

4.    As an inducement for the Lenders from time to time party to the Receivables Financing Agreement to make Loans pursuant to the Receivables Financing Agreement, Performance Guarantor has agreed to guaranty the due and punctual performance by the Covered Entities of their respective obligations under the Sale Agreement, the Receivables Financing Agreement and the other Transaction Documents, as applicable.

5.    Performance Guarantor wishes to guaranty the due and punctual performance by the Covered Entities of their respective obligations under or in respect of the Sale Agreement, the Receivables Financing Agreement and the other Transaction Documents as provided herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which Performance Guarantor hereby acknowledges, Performance Guarantor hereby agrees as follows:

Section 1. Definitions. Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or, if not defined therein, in the Receivables Financing Agreement. In addition:

“Receivables Financing Agreement” means that certain Receivables Financing Agreement, dated as of the date hereof, among Borrower, Master Servicer, the lenders from time to time party thereto (each, together with its successors and permitted assigns, a “Lender” and all, together with their successors and assigns, the “Lenders”), and the Administrative Agent, as the same may be amended, restated or otherwise modified from time to time.

“Obligations” means, collectively, all covenants, agreements, duties, indemnities and other obligations to be performed or observed by any Covered Entity under and pursuant to the Sale Agreement, the Receivables Financing Agreement and each of the other Transaction Documents, including, without limitation, the due and punctual payment of all sums which are or may become due and owing by such Covered Entity under and in accordance with the Sale Agreement, the Receivables Financing Agreement or any other Transaction Document, whether for fees, expenses (including Attorney Costs), indemnified amounts or otherwise, whether upon any termination or for any other reason.

Section 2. Guaranty of Performance of Obligations.

(a)    Performance Guarantor hereby guarantees to Administrative Agent, the full and punctual payment and performance by the Covered Entities of their respective Obligations. For the avoidance of doubt, but without limiting the scope of the Obligations, Performance Guarantor shall have no obligation to guaranty any obligations of the Obligors under Contracts related to Pool Receivables.

(b)    This Undertaking is an absolute, unconditional and continuing undertaking of the full and punctual performance of all of the Obligations under the Sale Agreement, the Receivables Financing Agreement and each of the other Transaction Documents and is in no way conditioned upon any requirement that Administrative Agent first attempt to collect any payment Obligations from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of the Administrative Agent, or any Lender in favor of any Covered Entity or any other Person or other means of obtaining payment in respect of any Obligations. Should any Covered Entity default in the payment or performance of any of its Obligations, Administrative Agent (or its assigns) may cause the immediate performance or payment by Performance Guarantor of the Obligations of such Covered Entity, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing, for the avoidance of doubt, it is expressly acknowledged and agreed that (i) this Undertaking is not a guarantee of the collection of any of the Receivables, and Performance Guarantor shall not be responsible for any Obligations to the extent the failure to pay or perform such Obligations by any Covered Entity results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial or credit condition resulting in the inability to pay in respect of an Obligor and (ii) the guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Receivable by reason of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor.

Section 3. Reinstatement, etc. The Performance Guarantor further agrees that, to the extent that any Person makes a payment or payments to the Administrative Agent or any Lender in respect of any Obligation, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Person or to the estate, trustee, or receiver of such Person or to any other party, including, without limitation, the Performance Guarantor, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Obligations or any part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Section 4. Confirmation. Performance Guarantor hereby confirms that the transactions contemplated by the Transaction Documents have been arranged among the Administrative Agent, the Covered Entities, Master Servicer and the Lenders, as applicable, with Performance Guarantor’s full knowledge and consent and any amendment, restatement, modification or supplement of, or waiver of compliance with, the Transaction Documents in accordance with the terms thereof by any of the foregoing shall be deemed to be with Performance Guarantor’s full knowledge and consent.

Section 5. Performance Guarantor’s Further Agreements to Pay. Performance Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to Administrative Agent (and its assigns), forthwith upon demand in funds immediately available to Administrative Agent, all reasonable costs and expenses (including court costs and Attorney Costs) incurred or expended by Administrative Agent in connection with the enforcement of this Undertaking, together with, without duplication, interest on amounts recoverable under this Undertaking from the time when such amounts become due hereunder until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the lesser of (a) the Alternative Base Rate for each date during such period and (b) the maximum interest rate permitted by Applicable Law.

Section 6. Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by Administrative Agent (or its assigns) in reliance on this Undertaking, and any requirement that Administrative Agent (or its assigns) be diligent or prompt in making demands under this Undertaking, giving notice of the Termination Date, any Event of Termination, any other default or omission by any Covered Entity or asserting any other rights of Administrative Agent under this Undertaking. Performance Guarantor warrants that it has adequate means to obtain from each Covered Entity, on a continuing basis, information concerning the financial condition of such Covered Entity, and that it is not relying on Administrative Agent to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Administrative Agent (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this Undertaking, to deal with each Covered Entity and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as Administrative Agent in its reasonable discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 10 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time (except that any such extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations, if duly granted or agreed to be granted in accordance with the Transaction Documents, shall be given

effect in determining the extent of the Obligations which the Undertaking is required to perform or cause to be performed); (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of the Termination Date, any Event of Termination or any default with respect to the Obligations or any part thereof or any agreement relating thereto (except that any such waiver, if duly granted, agreed to be granted or made in accordance with the Transaction Documents, shall be given effect in determining the extent of the Obligations which the Undertaking is required to perform or cause to be performed); (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof (except that any such release, surrender, compromise, settlement, waiver, subordination or modification, if duly granted, agreed to be granted or made in accordance with the Transaction Documents, shall be given effect in determining the extent of the Obligations which the Undertaking is required to perform or cause to be performed); (e) the enforceability, validity, binding effect, legality, subordination or disaffirmance of the Obligations or any part thereof or the genuineness, enforceability or validity or amendment, restatement, modification or supplement of, or waiver of compliance with, any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations or any part thereof or amounts which are not covered by this Undertaking even though Administrative Agent (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Covered Entity in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of any Covered Entity to perform or comply with any term of the Sale Agreement, the Receivables Financing Agreement or any other document executed in connection therewith or delivered thereunder, in each case whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 6.

Section 7. Unenforceability of Obligations Against Covered Entities. Notwithstanding (a) any change of ownership of any Covered Entity; (b) the insolvency, bankruptcy or any other change in the legal status of any Covered Entity; (c) the change in or the imposition of any Applicable Law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (d) the failure of any Covered Entity or Performance Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Undertaking; or (e) if any of the moneys included in the Obligations have become irrecoverable from the applicable Covered Entity for any other reason other than payment in full of the payment Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Performance Guarantor. This Undertaking shall be in addition to any other guaranty or other security for the Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Covered Entity or for any other reason with respect to any Covered Entity, all such amounts then due and owing with respect to the Obligations under the terms of the Sale Agreement, the Receivables Financing Agreement or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, shall if not paid or performed by such Covered Entity be immediately due and payable by Performance Guarantor.

Section 8. Representations and Warranties. The Performance Guarantor hereby represents and warrants to the Administrative Agent as of the date hereof, as of each Settlement Date and as of the date of each Loan and Release, that:

(a)    Due Organization and Qualification. The Performance Guarantor is a limited liability company duly organized, validly existing and in good standing under the Applicable Laws of Maryland and the Performance Guarantor has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except where a failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)    Power and Authority; Due Authorization. The Performance Guarantor has all necessary power and authority to (i) execute and deliver this Undertaking and (ii) perform its obligations under this Undertaking and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Undertaking have been duly authorized by the Performance Guarantor by all necessary action.

(c)    No Conflict or Violation. The execution, delivery and performance by the Performance Guarantor of this Undertaking, and the fulfillment of the terms of this Undertaking will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents of the Performance Guarantor, (ii) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, any Operating Agreement, or any indenture, sale agreement, credit agreement (including the Sinclair Credit Agreement), loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which the Performance Guarantor is a party or by which it or any of its property is bound which in each case could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii) conflict with or violate any Communications Law or any other material Applicable Law respecting the Performance Guarantor or any other Sinclair Party.

(d)    Binding Obligations. This Undertaking has been duly executed and delivered by the Performance Guarantor and constitutes legal, valid and binding obligations of the Performance Guarantor, enforceable against the Performance Guarantor in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

(i)    None of (i) the Performance Guarantor, any Subsidiary or, to the knowledge of the Performance Guarantor or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) to the knowledge of the Performance Guarantor, any agent of the Performance Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from the Transaction Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons; or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws or Anti-Money Laundering Laws.

(ii)    Each of the Performance Guarantor and its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote compliance by the Performance Guarantor and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iii)    Each of the Performance Guarantor and its Subsidiaries, and to the knowledge of the Performance Guarantor, each director, officer, employee, agent and Affiliate of the Performance Guarantor and each such Subsidiary, is in compliance with applicable Anti-Corruption Laws and Anti-Money Laundering Laws in all material respects and applicable Sanctions.

(iv)    No proceeds of any Credit Extension have been used, directly or indirectly, by the Performance Guarantor, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 8.01(x) of the Receivables Financing Agreement.

(v)    Neither the Performance Guarantor nor any of its Subsidiaries (i) is a “covered foreign person” as that term is used in the Outbound Investment Rules or (ii) currently engages, or has any present intention to engage in the future, directly or indirectly, in (A) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (B) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if the Performance Guarantor were a United States Person or (C) any other activity that would cause the Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause the Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Undertaking.

(f)    Solvency. The Performance Guarantor and its Subsidiaries, on a consolidated basis, are, and after giving effect to the transactions contemplated by this Undertaking and the other Transaction Documents, will be, Solvent.

(g)    Investment Company Act. The Performance Guarantor is not an “investment company” registered or required to be registered under the Investment Company Act.

(h)    Compliance with Laws. The Performance Guarantor has complied with all Applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

(i)    Opinions. The facts regarding the Sinclair Parties, the Receivables, the Related Security and the related matters set forth or assumed in each of the true sale and non-consolidation opinions of counsel delivered in connection with this Undertaking and the Transaction Documents are true and correct in all material respects.

(j)    Litigation and Other Proceedings. There is no action, suit, proceeding or investigation pending, or to the Performance Guarantor’s knowledge overtly threatened, against the Performance Guarantor before any Governmental Authority: (i) asserting the invalidity of this Undertaking or any of the other Transaction Documents; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Undertaking or any other Transaction Document; (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Performance Guarantor of its obligations under, or the validity or enforceability of, this Undertaking or

any of the other Transaction Documents or (iv) individually or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Material Adverse Effect.

(k)    No Material Adverse Effect. Since December 31, 2024, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(l)    ERISA.

(i)    Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws.

(ii)    Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur, (ii) no Plan has failed to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, (iii) neither any Sinclair Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iv) neither any Sinclair Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan and (v) neither any Sinclair Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be subject to Section 4069 or 4212(c) of ERISA.

(m)    Plan Assets. None of the Sinclair Parties or Subsidiaries is an entity deemed to hold “plan assets” within the meaning of the Plan Asset Regulations.

(n)    Sinclair Credit Agreement. The facility established by the Receivables Financing Agreement and the other Transaction Documents constitutes a “Permitted Receivables Financing” and the Borrower constitutes a “Receivables Subsidiary”, in each case as defined in the Sinclair Credit Agreement.

(o)    Due Qualification and Licenses.

(i)    The Performance Guarantor has all requisite power and authority, material Operating Agreements and Licenses to own and operate its properties and to carry on its businesses as now conducted and as proposed to be conducted (it being recognized that certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC or may have pending FCC License renewal applications and, as a result, may be operating under such FCC Licenses pursuant to provisions of the Communications Laws that keep such FCC Licenses in effect until the FCC has taken final action on such renewal applications). Each material Operating Agreement and License was duly and validly issued pursuant to procedures which comply in all material respects with all requirements of Applicable Law. As of the Closing Date and at all times thereafter, the Performance Guarantor has the right to use all material Licenses required in the ordinary course of business for all Stations and any Permitted Business, and each such License is in full force and effect (it being recognized that certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC or may have pending FCC License renewal applications and, as a result, may be operating under such

FCC Licenses pursuant to provisions of the Communications Laws that keep such FCC License in effect until the FCC has taken final action on such renewal applications). The Performance Guarantor has taken all material actions and performed all of its material obligations that are necessary to maintain all material Licenses without adverse modification or impairment. No event has occurred which (1) has resulted in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of, or any order of forfeiture with respect to, any material License or (2) materially and adversely affects or could reasonably be expected in the future to materially and adversely affect the rights of the Performance Guarantor thereunder. Each FCC License is held by a wholly-owned Subsidiary of the Performance Guarantor and in accordance with Applicable Law. None of the FCC Licenses requires that any present stockholder, director, officer or employee of the Performance Guarantor remain a stockholder or employee of such Person, or that any transfer of control of such Person must be approved by any public or governmental body other than the FCC.

(ii)    Excluding any customary applications filed with the FCC seeking the renewal of a FCC License for so long as no Person has filed with the FCC a Petition to Deny such application, no Sinclair Party is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television industries generally) which could in any manner materially threaten or adversely affect the validity or continued effectiveness of the material Licenses of any such Person. No Sinclair Party has any reason to believe that any material Licenses of any Sinclair Party will not be renewed in the ordinary course. Each Sinclair Party (a) has duly filed in a timely manner all material filings, reports, applications, documents, instruments and information required to be filed by it under the Communication Act or pursuant to FCC Regulations or requests of any regulatory body having jurisdiction over any of its Licenses, (b) has submitted to the FCC on a timely basis all required equal employment opportunity reports, and (c) is in compliance with the Communications Laws, including all FCC Regulations relating to the broadcast of television signals, all FCC Regulations concerning the limits on the duration of advertising in children’s programming and the record keeping obligations relating to such advertising, the Children’s Television Act and all FCC Regulations promulgated thereunder and all equal employment opportunity-related FCC Regulations, except where the failure to timely file or submit to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Sinclair Parties maintain appropriate public files for the Stations in a manner that complies in all material respects with all FCC Regulations.

Section 9. Covenants. Performance Guarantor covenants and agrees that, from the date hereof until the Final Payout Date, it shall observe and perform the following covenants:

(a)    Compliance with Laws. The Performance Guarantor will comply with all Applicable Laws to which it may be subject if the failure to comply could reasonably be expected to have a Material Adverse Effect.

(b)    Preservation of Existence and Franchises. The Performance Guarantor shall keep in full force and effect its existence and rights as a limited liability company or other entity under the laws of the State of Maryland. The Performance Guarantor shall obtain and preserve its Licenses and qualification to do business in each jurisdiction in which the conduct of its business as required by this Undertaking

requires such qualification, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)    Structural Changes. The Performance Guarantor shall not permit itself to merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, unless (i) in the case of a merger or consolidation, the Performance Guarantor is the surviving entity and both (x) no Change in Control shall result and (y) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom or (ii) the Performance Guarantor has (x) received the prior written consent of the Administrative Agent and (y) delivered to the Administrative Agent all instruments and other documents and opinions reasonably requested by the Administrative Agent in connection with such change.

(d)    Actions Contrary to Separateness. It shall not take any action inconsistent with the terms of Section 8.03 of the Receivables Financing Agreement or Section 6.2 of the Sale Agreement.

(e)    Collections. In the event any Collections are remitted directly to the Performance Guarantor, it shall remit (or shall cause all such payments to be remitted) directly to a Collection Account within two (2) Business Days after payment thereof, and at all times prior to such remittance, it will itself hold or, if applicable, will cause such payments to be held for the exclusive benefit of the Borrower and its assigns.

(f)    Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions.  The Performance Guarantor will, and will cause each of its Subsidiaries to (a) maintain in effect and enforce policies and procedures designed to ensure compliance by the Performance Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (b) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (c) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

(g)    Ownership and Control. The Performance Guarantor shall continue to own, directly or indirectly, 100% of the issued and outstanding Capital Stock and other equity interests of each Covered Entity and Borrower. Without limiting the generality of the foregoing, the Performance Guarantor shall not permit the occurrence of any Change in Control.

(h)    Insurance. The Performance Guarantor will maintain insurance, including, without limitation, business interruption coverage and public liability coverage insurance from responsible companies in such amounts and against such risks to the Performance Guarantor as is prudent for similarly situated companies engaged in the television broadcast industry or same industry as any other Permitted Business, as applicable.

Section 10. Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Final Payout Date, Performance Guarantor (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Administrative Agent or any Lender against any Covered Entity to the claims of Administrative Agent and the Lenders against any Covered Entity and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Covered Entity that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (b) after the occurrence and continuance of any default in the payment or performance of any of the Obligations, will not claim any setoff, recoupment or counterclaim against any Covered Entity in respect of any liability of Performance Guarantor to such Covered Entity and (c) waives any benefit of and any right to participate in any collateral security which may be held by the Administrative Agent or the Lenders. The cash payment of any amounts due with respect to any indebtedness of any Covered Entity now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations in accordance with the following sentence. Performance Guarantor agrees that, after the occurrence and continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect cash payment of any such indebtedness of any Covered Entity to Performance Guarantor until the Final Payout Date. If, notwithstanding the foregoing sentence, after the occurrence and continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Administrative Agent (and its assigns) and be paid over to Administrative Agent (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking.

Section 11. Termination of Undertaking. Performance Guarantor’s obligations hereunder shall continue in full force and effect until the Final Payout Date, provided that this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Covered Entity or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not Administrative Agent (or its assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the Federal Bankruptcy Code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Obligations shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Undertaking.

Section 12. Effect of Bankruptcy. This Undertaking shall survive the insolvency of any Covered Entity and the commencement of any case or proceeding by or against any Covered Entity under the Federal Bankruptcy Code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the Federal Bankruptcy Code with respect to any Covered Entity or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which such Covered Entity is subject shall postpone the obligations of Performance Guarantor under this Undertaking.

Section 13. Taxes. All payments to be made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding, subject to the applicable exceptions specified in Section 5.03 of the Receivables Financing Agreement. If the Performance Guarantor is required by Applicable Law to make any deduction or withholding on account of tax or otherwise from any such payment, the

sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Administrative Agent or the Lenders, as applicable, receive a net sum equal to the sum which it would have received had no deduction or withholding been made; provided that any payments to be made to the Administrative Agent or any Lender shall be subject to compliance by such Person with Section 5.03(f) of the Receivables Financing Agreement.

Section 14. Indemnities by Performance Guarantor. Without limiting any other rights that the Administrative Agent or the Lenders may have hereunder or under Applicable Law, Performance Guarantor hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, the Lenders and their respective successors, assigns, officers, directors, agents and employees (each a “PG Indemnified Party”) from and against any and all damages, losses, claims, Taxes, liabilities, costs, reasonable expenses and for all other amounts payable, including Attorney Costs in suits by parties to the Transaction Documents against one another and by third parties (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of: (i) any breach by Performance Guarantor of any of its obligations or duties under this Undertaking; (ii) the inaccuracy of any representation or warranty made by Performance Guarantor hereunder or in any certificate or statement delivered pursuant hereto; or (iii) the failure by Performance Guarantor to comply with any Applicable Law, rule or regulation with respect to this Undertaking, the transactions contemplated hereby, any other Transaction Document to which it is a party in any capacity, the Obligations or otherwise excluding, however, in all of the foregoing instances:

(i)    Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from the gross negligence or willful misconduct on the part of the PG Indemnified Party seeking indemnification;

(ii)    Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor; or

(iii)    Indemnified Amounts to the extent the same are Taxes (other than (I) as specifically enumerated above and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim).

Section 15. Further Assurances. Performance Guarantor will, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Administrative Agent (or its assigns) may reasonably request from time to time in order to carry out the intent and purposes of this Undertaking more effectively and the transactions contemplated by this Undertaking.

Section 16. Successors and Assigns. This Undertaking shall be binding upon Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by Administrative Agent and its successors and assigns. The Performance Guarantor may not assign or transfer any of its obligations hereunder without the prior written consent of the Administrative Agent (with the consent of all Lenders). The Performance Guarantor acknowledges that pursuant to the Receivables Financing Agreement, Borrower intends to assign or otherwise transfer its rights under the Sale Agreement, any other documents executed in connection therewith or delivered thereunder or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, to the Administrative Agent and/or the Lenders, and such other entity or other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with

all the rights in respect thereof granted to the Administrative Agent herein. Each of the parties hereto hereby agrees that each of the Lenders shall be third-party beneficiaries of this Undertaking.

Section 17. Amendments and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by Performance Guarantor therefrom shall be effective unless the same shall be in writing and signed by the Administrative Agent (with the consent of the Majority Lenders) and Performance Guarantor. No failure on the part of Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 18. Notices. All communications and notices provided for hereunder shall be in writing (including email, bank wire, facsimile or electronic transmission or similar writing) and shall be given to the other parties hereto as follows: if to Performance Guarantor, at the following address, email address or facsimile number:

Sinclair Broadcast Group, LLC

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

Attention: Narinder Sahai

Email: nksahai@sbgtv.com

with copies to:

Justin Bray

Email: JLBray@sbgtv.com

David Gibber

Email: dbgibber@sbgtv.com

and if to Administrative Agent, at the address set forth in the Receivables Financing Agreement. Each such notice or other communication shall be effective (a) if given by facsimile or email, upon the receipt thereof, (b) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this Section 18.

Section 19. CHOICE OF LAW. THIS UNDERTAKING SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO).

Section 20. CONSENT TO JURISDICTION. EACH OF PERFORMANCE GUARANTOR AND ADMINISTRATIVE AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING OR ANY DOCUMENT EXECUTED BY PERFORMANCE GUARANTOR OR ADMINISTRATIVE AGENT PURSUANT TO THIS

UNDERTAKING, AND EACH OF PERFORMANCE GUARANTOR AND ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. EACH OF THE PERFORMANCE GUARANTOR AND ADMINISTRATIVE AGENT AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

Section 21. WAIVER OF JURY TRIAL. EACH OF PERFORMANCE GUARANTOR AND ADMINISTRATIVE AGENT HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS UNDERTAKING, ANY DOCUMENT EXECUTED BY PERFORMANCE GUARANTOR OR ADMINISTRATIVE AGENT PURSUANT TO THIS UNDERTAKING OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 22. Miscellaneous. This Undertaking constitutes the entire agreement of Performance Guarantor and the Administrative Agent with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by Applicable Law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other Applicable Law affecting the rights of creditors generally, if the obligations of Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or Administrative Agent, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking.

Section 23. Counterparts. This Undertaking may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by electronic means shall be equally effective as delivery of an originally executed counterpart.

Section 24. USA PATRIOT Act. The Administrative Agent hereby notifies the Performance Guarantor on behalf of the Lenders that pursuant to the requirements of the USA PATRIOT Act, the Lenders are required to obtain, verify and record information that identifies the Performance Guarantor and its Subsidiaries participating in the related transaction, which information includes the name and address of the Performance Guarantor and such Subsidiaries and other information that will allow such Lenders to identify such parties in accordance with the USA PATRIOT Act.

Section 25. Set-off. The Administrative Agent (and its assigns) is hereby authorized (in addition to any other rights it may have), at any time during the continuance of an Event of Termination, to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by the Administrative Agent (including by any branches or agencies of the Administrative Agent) to, or for the account of, the Performance Guarantor against amounts owing by the Performance Guarantor hereunder (even if contingent or unmatured); provided that the Administrative Agent shall notify the Performance Guarantor promptly following such setoff.

IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written.

PERFORMANCE GUARANTOR:

SINCLAIR BROADCAST GROUP, LLC

By: /s/ Chris Ripley

Name: Christopher Ripley

Title: Chief Executive Officer and President

Agreed to and accepted as of the

date first above written:

ADMINISTRATIVE AGENT:

WELLS FARGO BANK, N.A.

By: /s/ Jonathan Rico

Name: Jonathan Rico

Title: Executive Director

Document

EXHIBIT 31.1

CERTIFICATION

I, Christopher S. Ripley, certify that:

1.              I have reviewed this quarterly report on Form 10-Q of Sinclair, Inc.;

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.              The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

A)                                   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

B)                                   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

C)                                   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

D)                                   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.              The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

A)                                   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

B)                                   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 7, 2025	/s/ Christopher S. Ripley
		Signature:	Christopher S. Ripley
			Chief Executive Officer

Document

EXHIBIT 31.2

CERTIFICATION

I, Narinder K. Sahai, certify that:

1.              I have reviewed this quarterly report on Form 10-Q of Sinclair, Inc.;

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.              The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

A)                                   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

B)                                   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

C)                                   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

D)                                   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.              The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

A)                                   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

B)                                   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 7, 2025	/s/ Narinder K. Sahai
		Signature:	Narinder K. Sahai
			Chief Financial Officer

Document

EXHIBIT 31.3

CERTIFICATION

I, Christopher S. Ripley, certify that:

1.              I have reviewed this quarterly report on Form 10-Q of Sinclair Broadcast Group, LLC;

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.              The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

A)                                   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

B)                                   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

C)                                   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

D)                                   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.              The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

A)                                   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

B)                                   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 7, 2025	/s/ Christopher S. Ripley
		Signature:	Christopher S. Ripley
			Chief Executive Officer

Document

EXHIBIT 31.4

CERTIFICATION

I, Narinder K. Sahai, certify that:

1.              I have reviewed this quarterly report on Form 10-Q of Sinclair Broadcast Group, LLC;

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.              The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

A)                                   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

B)                                   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

C)                                   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

D)                                   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.              The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

A)                                   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

B)                                   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 7, 2025	/s/ Narinder K. Sahai
		Signature:	Narinder K. Sahai
			Chief Financial Officer

Document

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Sinclair, Inc. (the “Company”) for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher S. Ripley, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)         The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Christopher S. Ripley
Christopher S. Ripley
Chief Executive Officer
November 7, 2025

Document

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Sinclair, Inc. (the “Company”) for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Narinder K. Sahai, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)         The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Narinder K. Sahai
Narinder K. Sahai
Chief Financial Officer
November 7, 2025

Document

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Sinclair Broadcast Group, LLC (the “Company”) for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher S. Ripley, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)         The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Christopher S. Ripley
Christopher S. Ripley
Chief Executive Officer
November 7, 2025

Document

EXHIBIT 32.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Sinclair Broadcast Group, LLC (the “Company”) for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Narinder K. Sahai, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)         The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Narinder K. Sahai
Narinder K. Sahai
Chief Financial Officer
November 7, 2025