Common use of Actions After Purchase Closing Clause in Contracts

Actions After Purchase Closing. (a) Promptly after the closing of the purchase of all First Lien Obligations pursuant to this Article 8, the applicable First Lien Agent will distribute the Purchase Price to the applicable First Lien Secured Parties in accordance with the terms of the applicable First Lien Documents. (b) After the closing of the purchase of all Purchase Obligations pursuant to this Article 8, the Purchasing Creditors may request that each applicable First Lien Agent immediately resign as administrative agent and collateral agent under the applicable First Lien Documents, and each applicable First Lien Agent will immediately resign if so requested. Upon such resignation, a new administrative agent and a new collateral agent will be elected or appointed in accordance with the applicable First Lien Documents. (c) The applicable First Lien Agent will apply cash collateral to reimburse the “Issuing Banks” (or similar term as defined in the applicable First Lien Debt Facility) for drawings under letters of credit issued under any First Lien Debt Facility, any customary fees charged by the issuer in connection with such draws, and facing or similar fees. When all such letters of credit have been cancelled with the consent of the beneficiary thereof, expired, or been fully drawn, and after all payments from the account described above have been made, any remaining cash collateral will be returned to the Purchasing Creditors, as their interests appear. If for any reason the cash collateral is less than the amount owing with respect to any such letter of credit, then the Purchasing Creditors will, in proportion to their interests determined as of the time of demand for such reimbursement promptly reimburse the applicable First Lien Agent (who will then pay the applicable First Lien Secured Parties) the amount of the deficiency.

Actions After Purchase Closing. (a) Promptly after the closing of the purchase of all First Lien Obligations pursuant to this Article 8Purchase Obligations, the applicable First Lien Agent will distribute the Purchase Price to the applicable First Lien Secured Parties Creditors in accordance with the terms of the applicable First Lien Documents. (b) . The First Lien Agent shall promptly turn over all possessory collateral to the Second Lien Agent. After the closing of the purchase of all Purchase Obligations pursuant to this Article 8Obligations, the Purchasing Creditors may request that each applicable First Lien Agent immediately resign as administrative agent and and, if applicable, collateral agent under the applicable First Lien Loan Documents, and each applicable First Lien Agent will immediately resign if so requested. Upon such resignation, a new administrative agent and and, if applicable, a new collateral agent will be elected or appointed in accordance with the applicable First Lien Loan Documents. (cb) The applicable First Lien Agent will apply cash collateral to reimburse the “Issuing Banks” (or similar term as defined in the applicable First Lien Debt Facility) Letter of Credit issuers for drawings under letters of credit issued under any First Lien Debt FacilityLetters of Credit, any customary fees charged by the issuer in connection with such draws, and facing or similar fees. When all such letters Letters of credit Credit have been cancelled with the consent of the beneficiary thereof, expired, or been fully drawn, and after all payments from the account described above have been made, any remaining cash collateral will be returned to the Purchasing Creditors, as their interests appear. If for any reason the cash collateral is less than the amount owing with respect to any such letter a First Lien Letter of creditCredit described in the sentence, then the Purchasing Creditors will, in proportion to their interests determined as of the time of demand for such reimbursement reimbursement, promptly reimburse the applicable First Lien Agent (who will then pay the applicable First Lien Secured PartiesCreditors) the amount of the deficiency.

Actions After Purchase Closing. (a) Promptly after the closing of the purchase of all First Lien Obligations pursuant to this Article 8Purchase Obligations, the applicable First Lien Agent will distribute the Purchase Price to the applicable First Lien Secured Parties Claimholders in accordance with the terms of hereof and the applicable First Lien Loan Documents. (b) After the closing of the purchase of all Purchase Obligations pursuant to this Article 8Obligations, the Purchasing Creditors may request that each applicable First Lien Agent immediately promptly resign as administrative agent and and, if applicable, collateral agent under the applicable First Lien Loan Documents, and each applicable First Lien Agent will immediately promptly resign if so requestedrequested in accordance with the First Lien Loan Documents. Upon such resignation, a new administrative agent and and, if applicable, a new collateral agent will be elected or appointed in accordance with the applicable First Lien Loan Documents. (c) The applicable First Lien Agent will apply cash collateral to reimburse the “Issuing Banks” (or similar term as defined in the applicable First Lien Debt Facility) Letter of Credit issuers for drawings under letters Letters of credit issued under any First Lien Debt FacilityCredit, any customary fees charged by the issuer in connection with such draws, and facing or similar fees. After giving effect to each such payment, any remaining cash collateral that exceeds 105% of the sum of the aggregate undrawn amount of all then outstanding Letters of Credit and the aggregate facing and similar fees that will accrue thereon through the stated maturity of such Letters of Credit (assuming no drawings thereon before stated maturity) will be returned to the Purchasing Creditors (as their interests appear). When all such letters Letters of credit Credit have been cancelled with the consent of the beneficiary thereof, expired, or been fully drawn, and after all payments from the account described above have been made, any remaining cash collateral will be returned to the Purchasing Creditors, as their interests appear. . (d) If for any reason other than the gross negligence, bad faith or willful misconduct of First Lien Agent, the cash collateral is less than the amount owing with respect to any such letter a Letter of creditCredit described in the preceding subsection (c), then the Purchasing Creditors will, in proportion to their interests determined as of the time of demand for such reimbursement interests, promptly reimburse the applicable First Lien Agent (who will then pay the applicable First Lien Secured Partiesissuing bank) the amount of the deficiency. (e) After the closing of the purchase of all Purchase Obligations, the First Lien Agent (or the resigning First Lien Agent) shall take such additional actions and execute such documents as the Purchasing Creditor may reasonably request in order to effect the provisions set forth in this Section 6.

Actions After Purchase Closing. (a) Promptly after the closing of the purchase of all Purchase Obligations, (i) First Lien Obligations pursuant to this Article 8, the applicable First Lien Nexstar Agent will distribute the Purchase Price allocable to the applicable First Lien Secured Parties Nexstar Obligations to First Lien Nexstar Claimholders, and (ii) First Lien Mission Agent will distribute the Purchase Price allocable to First Lien Mission Obligations to First Lien Mission Claimholders, in accordance with the terms of the applicable First Lien Nexstar Loan Documents and First Lien Mission Loan Documents, respectively. (b) After the closing of the purchase of all Purchase Obligations pursuant to this Article 8Obligations, the Purchasing Creditors may request that each applicable First Lien Nexstar Agent shall immediately resign as administrative agent under the First Lien Nexstar Loan Documents and as collateral agent under the applicable First Lien Nexstar Loan Documents, and each applicable First Lien Nexstar Control Agent will shall immediately resign if so requestedas Nexstar Control Agent. Upon such resignationresignations, a new administrative agent and and, if applicable, a new collateral agent and/or Nexstar Control Agent will be elected or appointed in accordance with the applicable First Lien Nexstar Loan Documents. (c) The applicable After the closing of the purchase of all Purchase Obligations, First Lien Mission Agent shall immediately resign as administrative agent under the First Lien Mission Loan Documents and as collateral agent under the First Lien Mission Loan Documents, and Mission Control Agent shall immediately resign as Mission Control Agent. Upon such resignations, a new administrative agent and, if applicable, a new collateral agent and/or Mission Control Agent will be elected or appointed in accordance with the First Lien Mission Loan Documents. (d) First Lien Nexstar Agent shall apply cash collateral to reimburse the “Issuing Banks” (or similar term as defined in the applicable First Lien Debt Facility) Nexstar Letter of Credit issuers for drawings under letters Nexstar Letters of credit issued under any First Lien Debt FacilityCredit, any customary fees charged by the issuer in connection with such draws, and facing or similar fees. After giving effect to each such payment, any remaining cash collateral that exceeds the sum of (i) 105% of the aggregate undrawn amount of all then outstanding Nexstar Letters of Credit and (ii) the aggregate facing and similar fees that will accrue thereon through the stated maturity of such Nexstar Letters of Credit (assuming no drawings thereon before stated maturity) shall be returned to Purchasing Creditors (as their interests appear). When all such letters Nexstar Letters of credit Credit have been cancelled with the consent of the beneficiary thereof, expired, or been fully drawn, and after all payments from the account described above have been made, any remaining cash collateral will be returned to the Purchasing Creditors, as their interests appear. (e) First Lien Mission Agent shall apply cash collateral to reimburse Mission Letter of Credit issuers for drawings under Mission Letters of Credit, any customary fees charged by the issuer in connection with such draws, and facing or similar fees. After giving effect to each such payment, any remaining cash collateral that exceeds the sum of (i) 105% of the aggregate undrawn amount of all then outstanding Mission Letters of Credit and (ii) the aggregate facing and similar fees that will accrue thereon through the stated maturity of such Mission Letters of Credit (assuming no drawings thereon before stated maturity) shall be returned to Purchasing Creditors (as their interests appear). When all Mission Letters of Credit have been cancelled with the consent of the beneficiary thereof, expired, or been fully drawn, and after all payments from the account described above have been made, any remaining cash collateral will be returned to Purchasing Creditors, as their interests appear. (f) If for any reason other than the gross negligence or willful misconduct of First Lien Nexstar Agent or First Lien Mission Agent, respectively, the cash collateral is less than the amount owing with respect to any such letter a Nexstar Letter of creditCredit or Mission Letter of Credit, respectively, described in Section 5.6(d) or (e), then the Purchasing Creditors will, in proportion to their interests determined as of the time of demand for such reimbursement interests, promptly reimburse the applicable First Lien Nexstar Agent (who will then pay the applicable issuing bank) or First Lien Secured PartiesMission Agent (who will then pay the issuing bank) the amount of the deficiency.

Actions After Purchase Closing. (a) Promptly after the closing of the purchase of all First Lien Obligations pursuant to this Article 8Purchase Obligations, the applicable First Lien Agent will distribute the Purchase Price to the applicable First Lien Secured Parties Creditors in accordance with the terms of the applicable First Lien Documents. (b) . The First Lien Agent shall promptly turn over all possessory collateral to the Second Lien Agent. After the closing of the purchase of all Purchase Obligations pursuant to this Article 8Obligations, the Purchasing Creditors may request that each applicable First Lien Agent immediately resign as administrative agent and and, if applicable, collateral agent under the applicable First Lien Loan Documents, and each applicable First Lien Agent will immediately resign if so requested. Upon such resignation, a new administrative agent and and, if applicable, a new collateral agent will be elected or appointed in accordance with the applicable First Lien Loan Documents. (cb) The applicable First Lien Agent will apply cash collateral to reimburse the “Issuing Banks” (or similar term as defined in the applicable First Lien Debt Facility) Letter of Credit issuers for drawings under letters of credit issued under any First Lien Debt FacilityLetters of Credit, any customary fees charged by the issuer in connection with such draws, and facing or similar fees. When all such letters Letters of credit Credit have been cancelled with the consent of the beneficiary thereof, expired, or been fully drawn, and after all payments from the account described above have been made, any remaining cash collateral will be returned to the Purchasing Creditors, as their interests appear. If for any reason the cash collateral is less than the amount owing with respect to any such letter a First Lien Letter of creditCredit described in the preceding sentence, then the Purchasing Creditors will, in proportion to their interests determined as of the time of demand for such reimbursement reimbursement, promptly reimburse the applicable First Lien Agent (who will then pay the applicable First Lien Secured PartiesCreditors) the amount of the deficiency.

Actions After Purchase Closing. (a) Promptly after the closing of the purchase of all First Lien Obligations pursuant to this Article 8Purchase Obligations, the applicable First Lien Agent will distribute the Purchase Price to the applicable First Lien Secured Parties Creditors in accordance with the terms of the applicable First Lien Documents. (b) After the closing of the purchase of all Purchase Obligations pursuant to this Article 8, the Purchasing Creditors may request that each applicable First Lien Agent immediately resign as administrative agent and collateral agent under the applicable First Lien Documents, and each applicable First Lien Agent will immediately resign if so requested. Upon such resignation, a new administrative agent and a new collateral agent will be elected or appointed in accordance with the applicable First Lien Documents. (c) The applicable First Lien Agent will apply cash collateral to reimburse the “Issuing Banks” (or similar term as defined in the applicable First Lien Debt Facility) Letter of Credit issuers for drawings under letters of credit issued under any First Lien Debt FacilityLetters of Credit, any customary fees charged by the issuer in connection with such draws, and facing or similar fees. When all such letters Letters of credit Credit have been cancelled with the consent of the beneficiary thereof, expired, or been fully drawn, and after all payments from the account described above have been made, any remaining cash collateral will be returned to the Purchasing Creditors, as their interests appear. If for any reason other than the gross negligence or willful misconduct of the First Lien Agent (as determined in a final, non-appealable judgment by a court of competent jurisdiction), the cash collateral is less than the amount owing with respect to any such letter a First Lien Letter of creditCredit described in the sentence, then the Purchasing Creditors will, in proportion to their interests determined as of the time of demand for such reimbursement reimbursement, promptly reimburse the applicable First Lien Agent (who will then pay the applicable First Lien Secured PartiesCreditors) the amount of the deficiency.

Actions After Purchase Closing. (a) Promptly after the closing of the purchase of all First Lien Obligations pursuant to this Article 8Priority Claims, the applicable First Lien Administrative Agent will distribute the Purchase Price to the applicable First Lien Credit Facility Secured Parties in accordance with the terms of the applicable First Lien Credit Facility Documents. (b) After the closing of the purchase of all Purchase Obligations First Priority Claims pursuant to this Article 8IX, the Purchasing Creditors may request that each applicable First Lien the Administrative Agent immediately resign as administrative agent and Administrative Agent and, if applicable, collateral agent under the applicable First Lien Credit Facility Documents, and each applicable First Lien the Administrative Agent will immediately resign if so requested. Upon such resignation, a new administrative agent and Administrative Agent and, if applicable, a new collateral agent will be elected or appointed in accordance with the applicable First Lien Credit Facility Documents. (c) The applicable First Lien Administrative Agent will apply cash collateral to reimburse the “Issuing Banks” (or similar term as defined in the applicable First Lien Debt Facility) letter of credit issuers for drawings under letters of credit issued under any First Lien Debt Facilitypursuant to the Credit Facility Documents, any customary fees charged by the issuer in connection with such draws, and facing or similar fees. After giving effect to each such payment, any remaining cash collateral that exceeds 105% of the sum of the aggregate undrawn amount of all then outstanding letters of credit issued pursuant to the Credit Facility Documents and the aggregate facing and similar fees that will accrue thereon through the stated maturity of such letters of credit (assuming no drawings thereon before stated maturity), will be returned to the Purchasing Creditors (as their interests appear). When all such letters of credit have been cancelled with the consent of the beneficiary thereof, expired, expired or been fully drawn, and after all payments from the account described above have been made, any remaining cash collateral will be returned to the Purchasing Creditors, as their interests appear. If for any reason the cash collateral is less than the amount owing with respect to any such letter of credit, then the Purchasing Creditors will, in proportion to their interests determined as of the time of demand for such reimbursement promptly reimburse the applicable First Lien Agent (who will then pay the applicable First Lien Secured Parties) the amount of the deficiency.