Exhibit 10.5
EXECUTION VERSION
AMENDED AND RESTATED PERFORMANCE GUARANTY
This AMENDED AND RESTATED PERFORMANCE GUARANTY, (this Agreement) dated as of January 9, 2024, is between
AUDACY, INC., a Pennsylvania corporation and a debtor and a debtor-in-possession under Chapter 11 of the Bankruptcy Code (the Performance Guarantor),
and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as agent (in such capacity, the Agent) for and on behalf of the Investor Parties and other Secured Parties, from time to time (each of the foregoing,
including the Agent, a Beneficiary and, collectively, the Beneficiaries) under the Amended and Restated Receivables Purchase Agreement dated as of the date hereof, among Audacy Receivables, LLC, a Delaware
limited liability company (the Seller), Audacy Operations, Inc., and a debtor and a debtor-in-possession under Chapter 11 of the Bankruptcy Code. as
initial servicer (in such capacity, the Servicer), the Agent and the various Investors from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the Receivables Purchase
Agreement). Capitalized terms used and not otherwise defined in this Agreement are used as defined in, or by reference in, the Receivables Purchase Agreement. The interpretive provisions set out in Section 1.02 of the Receivables
Purchase Agreement shall be incorporated herein and applied in the interpretation of this Agreement.
Section 1. Undertaking. For value received by the Performance Guarantor and its
Affiliates, the Performance Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of each of the Beneficiaries the due and punctual performance and
observance by each Originator, the Transferor and the Servicer (and any of their respective successors or assigns in such capacity which is an Affiliate of the Performance Guarantor) of all their respective covenants, agreements, undertakings,
indemnities and other obligations or liabilities (including, in each case, those related to any breach by any Originator, the Transferor or the Servicer, as applicable, of its respective representations, warranties and covenants), whether monetary
or non-monetary and regardless of the capacity in which incurred (including all of any Originators, the Transferors or the Servicers payment, repurchase, Deemed Collections, indemnity or
similar obligations), under any of the Transaction Documents (collectively, the Guaranteed Obligations), irrespective of: (A) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment,
restatement, modification or supplement of, or waiver of compliance with, this Agreement, the Transaction Documents or any documents related hereto or thereto, (B) any change in the existence, formation or ownership of, or the bankruptcy or
insolvency of, the Seller, any Originator, the Transferor, the Servicer or any other Person, (C) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security
therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by (x) any Originator under the Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or
otherwise modified from time to time, the Purchase and Sale Agreement) or (y) the Transferor under the Sale and Contribution Agreement (as amended, restated, supplemented or otherwise modified from time to time, the
Sale and Contribution Agreement)) of any party to this Agreement, the other Transaction Documents or any other related documents, (D) the existence of any claim, set-off, counterclaim
or other right that the Performance Guarantor or any other Person may have against the Seller, any Originator, the Transferor, the Servicer or any other Person, (E) any impossibility or impracticability of performance, illegality, force
majeure, act of war or terrorism, any act of