Common use of Burdensome Agreements Clause in Contracts

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar each Group Borrower under the Nexstar Group Credit Agreement Agreements, or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party (other than a Holding Company) or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document Document, and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Non-Loan Party, are imposed solely on such Non Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.

Burdensome Agreements. Enter intoThe Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or permit indirectly, create or otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that encumbers consensual encumbrance or restricts consensual restriction on the ability of any such Restricted Subsidiary to: (1) (a) pay dividends or make any Covenant Entity to make Restricted Payments other distributions to the holders Borrower or any of its Equity InterestsRestricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Covenant Entity Indebtedness owed to enter into a Guaranty the Borrower or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Restricted Subsidiary; (2) make loans or advances to the Borrower or any Covenant Entity that is a Loan PartyRestricted Subsidiary; or (3) sell, (c) any Covenant Entity to lease or transfer any of its property properties or assets to the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions existing under or by reason of: (a) contractual encumbrances or restrictions (i) in effect on the Closing Date or in the Senior Notes Indenture (as in effect on the date hereof) or (ii) to the extent not in effect on the Closing Date, set forth on Schedule 7.08 hereto or in any other Covenant Entity agreement governing Indebtedness permitted hereunder to the extent not materially more restrictive for the Borrower and its Restricted Subsidiaries than one or both of the Loan Documents and/or the Senior Notes Indenture (as in effect on the date hereof); (b) the Loan Documents; (c) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that is a Loan Party impose restrictions of the nature described in clause (3) above on the property so acquired or leased; (d) applicable law or any Covenant Entity applicable rule, regulation or order; (e) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to createany Person, incur, assume or suffer to exist any Lien upon any of their respective the properties or revenuesassets of any Person, whether now owned other than the Person and its Subsidiaries, or hereafter the property or assets of the Person and its Subsidiaries, so acquired, ; (f) contracts for the benefit sale of the Secured Parties assets, including customary restrictions with respect to a Subsidiary of the Obligations Borrower, that impose restrictions solely on the assets to be sold; (g) Secured Indebtedness otherwise permitted to be incurred under Sections 7.01 and 7.02 that limit the Loan Documentsright of the debtor to dispose of the assets securing such Indebtedness; (h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (i) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Closing Date under Section 7.02; (j) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture, including the interests therein; (k) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business; (l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, refinancingsincreases, exchangessupplements, refundings refundings, replacements or extension thereof, except in respect of any refinancings of the matters contracts, instruments or obligations referred to in clauses (a) through (dk) above: (i) ; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extensiontaken as a whole than those prior to such amendment, modification, restatement, renewal, amendmentincrease, modification supplement, refunding, replacement or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14refinancing; and (xim) encumbrances restrictions created in connection with any Receivables Facility permitted to be incurred pursuant to Section 7.02(b)(19) that, in the good faith determination of the Borrower are necessary or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityadvisable to effect such Receivables Facility.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Covenant Restricted Subsidiary or Nexstar Entity to make Restricted Payments to the holders of its Equity Interestsany Restricted Subsidiary, (b) any Covenant Mission Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Borrower hereunder and under the Loan Documents, and the Nexstar Borrower under the Nexstar Credit Agreement and the Nexstar Loan Documents or make loans or advances to the Borrower or any Covenant Entity of its Restricted Subsidiaries that is a Loan Party, (c) any Covenant Nexstar Entity to Guarantee the Indebtedness hereunder and under the Loan Documents and of the Nexstar Borrower under the Nexstar Credit Agreement and the Nexstar Loan Documents or make loans or advances to any Nexstar Entity that is a Loan Party, (d) any Restricted Subsidiary or Mission Entity to transfer any of its property to the Borrower or any of its Restricted Subsidiaries that is a Loan Party, (e) any Nexstar Restricted Subsidiary or Nexstar Entity to transfer any of its property to any other Covenant Nexstar Entity that is a Loan Party, (f) any Mission Entity or any Nexstar Entity to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (g) any Loan Party or (d) any Covenant Entity Subsidiary of a Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (de) above: (i) restrictions and conditions imposed under any Loan Document Document, the Senior Second Lien Notes Indenture Documentation and the Senior 67/8% Notes due 2020 Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the BorrowerBorrower or any other Restricted Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Non-Loan Party, are imposed solely on such Non Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and; (xi) encumbrances or restrictions restriction arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority; and (xii) so long as the Nexstar Credit Agreement has not been terminated, the Nexstar Entities may enter into such transactions permitted under the terms of Section 7.12 of the Nexstar Credit Agreement.

Burdensome Agreements. Enter into, Neither Holdings nor any of its Subsidiaries shall enter into any contractual obligation (other than this Agreement or permit to exist, any Contractual Obligation other Loan Document) that encumbers or restricts materially limits the ability of (a) of any Covenant Entity Subsidiary of Holdings to make Restricted Payments to the holders of its Equity InterestsHoldings, or to otherwise transfer property to Holdings, (b) of any Covenant Entity Subsidiary of Holdings to enter into a Guaranty or otherwise Guarantee guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement Holdings, or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) of Holdings or any Covenant Entity to transfer any Subsidiary of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Holdings to create, incur, assume or suffer to exist Liens on property of such person, in each case, other than: (i) encumbrances or restrictions contained in, or existing by reason of, any Lien upon agreement or instrument existing on the date hereof; (ii) encumbrances or restrictions contained in, or existing by reason of, any of their respective properties agreement or revenues, whether now owned or hereafter acquired, for instrument relating to property existing at the benefit time of the Secured Parties with respect acquisition thereof, so long as such encumbrances or restrictions relate only to the Obligations under the Loan Documentsproperty so acquired; (iii) encumbrances or restrictions contained in, or existing by reason of, any agreement or instrument relating to any debt of, or otherwise to, any Subsidiary of Holdings at the time such Subsidiary was merged or consolidated with or into, or acquired by, Holdings or a Subsidiary of Holdings or became a Subsidiary of Holdings and not created in contemplation thereof; (iv) encumbrances or restrictions contained in, or existing by reason of, any agreement or instrument effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, exchanges, refundings refunds or extension thereof, except in respect replacements) of any of the matters debt issued under an agreement referred to in clauses (ai) through (diii) above: (i) , so long as the encumbrances and restrictions contained in any such renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not materially more restrictive than the encumbrances and conditions imposed under any Loan Document and restrictions contained in the Indenture Documentationoriginal agreement, as determined in good faith by Holdings; (iiv) temporary encumbrances or restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except with respect to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of Holdings under an agreement that has been entered into for the disposition of all or any substantially all of the outstanding Capital Stock of or assets pending of such sale; Subsidiary, provided that such restrictions and conditions apply only to the Subsidiary or assets that disposition is or are to be sold and such sale is otherwise permitted hereunder; (ivvi) customary provisions in leasesrestrictions on cash, licenses other deposits or assets imposed by customers and other persons under contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation the ordinary course of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrowerbusiness; (vii) encumbrances or restrictions or conditions contained in any agreement or instrument relating to Indebtedness permitted pursuant that prohibit the transfer of all or substantially all of the assets of the obligor under such agreement or instrument unless the transferee assumes the obligations of the obligor under such agreement or instrument or such assets may be transferred subject to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14prohibition; (viii) encumbrances and or restrictions with respect to property under an agreement that has been entered into for the Organization Documents disposition of JV Entitiessuch property, provided that such disposition is otherwise permitted hereunder; (ix) encumbrances or restrictions contained in, or existing by reason of, any encumbrance agreement or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer instrument governing Indebtedness of any property Foreign Subsidiary of Holdings, which encumbrances or asset that is subject restrictions are not applicable to a lease, license or similar contract or agreementany person, or the assignment properties or transfer assets of any leaseperson, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions than any such Foreign Subsidiary of real property interests set forth in any reciprocal easement agreements Holdings and the subsidiaries of the Borrower or any Restricted such Foreign Subsidiary; (x) any encumbrance encumbrances or restriction pursuant restrictions with respect to Swap Contracts; provided property under a charter, lease or other agreement that any has been entered into for the employment of such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14property; and (xi) encumbrances or restrictions arising contained in joint venture agreements, partnership agreements and other similar agreements with respect to a joint ownership arrangement restricting the disposition or existing by reason distribution of applicable Law assets or property of such joint venture, partnership or other joint ownership entity, or any of such person’s subsidiaries, if such encumbrances or restrictions are not applicable rule, regulation to the property or order, or required by assets of any regulatory authorityother person.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Covenant Restricted Subsidiary or Mission Entity to make Restricted Payments to the holders of its Equity Interestsany Restricted Subsidiary, (b) any Covenant Nexstar Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower hereunder and under the Loan Documents, and the Mission Borrower under the Nexstar Mission Credit Agreement and the Mission Loan Documents or make loans or advances to the Borrower or any Covenant Entity of its Restricted Subsidiaries that is a Loan Party, (c) any Covenant Mission Entity to Guarantee the Indebtedness hereunder and under the Loan Documents and of the Mission Borrower under the Mission Credit Agreement and the Mission Loan Documents or make loans or advances to any Mission Entity that is a Loan Party, (d) any Restricted Subsidiary or Nexstar Entity to transfer any of its property to the Borrower or any of its Restricted Subsidiaries that is a Loan Party, (e) any Mission Restricted Subsidiary or Mission Entity to transfer any of its property to any other Covenant Mission Entity that is a Loan Party, (f) any Nexstar Entity or any Mission Entity to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (g) any Loan Party or (d) any Covenant Entity Subsidiary of a Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (de) above: (i) restrictions and conditions imposed under any Loan Document Document, the Senior Second Lien Notes Indenture Documentation and the Senior 67/8% Notes due 2020 Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the BorrowerBorrower or any other Restricted Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Non-Loan Party, are imposed solely on such Non Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and; (xi) encumbrances or restrictions restriction arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority; and (xii) so long as the Mission Credit Agreement has not been terminated, the Mission Entities may enter into such transactions permitted under the terms of Section 7.12 of the Mission Credit Agreement.

Burdensome Agreements. (a) Enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, any of the following by the Loan Party or any such Subsidiary: the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of Restricted Payments or other distributions in respect of Equity Interests of the Loan Party or any Subsidiary, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of property, real, personal or mixed, tangible; or (b) directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any Contractual Obligation that encumbers or restricts agreement limiting the ability of (a) any Covenant Entity Subsidiary to make Restricted Payments to the holders declare or pay dividends or other distributions in respect of its Equity InterestsInterests or repay or prepay any Indebtedness owed to, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to, or otherwise transfer assets to the Borrower or make investments in, any Loan Party or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any Subsidiary of its property to any other Covenant Entity that is a Loan Party (whether through a covenant restricting dividends, loans, asset transfers or (d) any Covenant Entity to createinvestments, incur, assume a financial covenant or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereofotherwise), except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; as provided in this Agreement, (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any the time any a Person becomes first became a Covenant Entity (but not any modification or amendment expanding the scope Subsidiary of any such restriction or condition); provided that a Loan Party, so long as such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time Subsidiary of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non a Loan Party, are imposed solely on such Non Loan Party (iii) by reason of customary negative pledges or provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and its Subsidiaries sale or merger agreements and are market terms at other similar agreements entered into in the time ordinary course of issuance (business so long as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with do not extend to assets other than those that are the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents subject of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any such lease, license or other contract or agreement; or , (Biv) pursuant any securitization transactions to customary provisions restricting dispositions of real property interests the extent set forth in any reciprocal easement agreements the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of the Borrower such transactions, or any Restricted Subsidiary; (xv) any encumbrance agreement that amends, extends, refinances, renews or restriction replaces any agreement described in the foregoing clauses so long as the terms and conditions of any such agreement are not materially less favorable to the Loan Parties, the Administrative Agent or the Lenders, in each case, with respect to such dividend and payment restrictions than those under or pursuant to Swap Contracts; provided the agreement that any such restrictions is amended, extended, refinanced, renewed or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityreplaced.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that encumbers or restricts the ability of any such Person to (ai) any Covenant Entity to act as a Loan Party; (ii) make Restricted Payments to the holders of its Equity Interestsany Loan Party, (biii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty any Loan Party or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or (iv) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (dv) any Covenant Entity to create, incur, assume or suffer to exist create any Lien upon any of their respective properties or revenuesassets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) orexcept, in the case of clause (a)(v) only, for any document or instrument governing Indebtedness secured by Permitted Liens, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Liens. (b) Clause (a) of this Section 7.09 shall not prohibit (i) any Non Loan Partysuch encumbrance or restriction existing under or by reason of Applicable Law, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms (ii) Permitted Liens, (iii) any Contractual Obligation (A) governing property existing at the time of issuance the acquisition thereof, so long as the limitation relates only to the property so acquired or (as determined by B) of any Subsidiary existing at the time such Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower in good faith)each case not created in contemplation of such acquisition, merger or consolidation, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such Contractual Obligations; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such limitations than those contained in such Contractual Obligations, (iv) customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business, (v) any such Contractual Obligation restricting any mutual fund or investment fund managed or advised by a Subsidiary, (vi) restrictions on cash or conditions permit compliance with other deposits or net worth imposed by customers under contracts entered into in the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; ordinary course of business, (vii) any Contractual Obligation related to any Indebtedness not prohibited by this Agreement, (viii) encumbrances any Contractual Obligation with respect to the disposition or distribution of property or cash in joint ventures not otherwise prohibited by this Agreement and restrictions under entered into in the Organization Documents ordinary course of JV Entities; business, (ix) any encumbrance Contractual Obligation related to the sale, transfer or restriction: (A) that restricts in other disposition of a customary manner the subletting, assignment Subsidiary or transfer of any property or asset that is subject not prohibited by this Agreement; provided that such limitation applies only to a leasethat Subsidiary or property, license or similar contract or agreementas applicable, or the assignment or pending such sale, transfer of any lease, license or other contract or agreement; disposition or (Bx) pursuant any Contractual Obligation related to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements preferred Equity Interests issued by a Subsidiary of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred Equity Interests is not prohibited by Section 7.02 and the terms of such preferred Equity Interest do not expressly restrict the ability of such Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred Equity Interests prior to paying any such restrictions dividends or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or making any applicable rule, regulation or order, or required by any regulatory authorityother distributions on other Equity Interests).

Burdensome Agreements. Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts (a) limits the ability of (a) any Covenant Entity Subsidiary to make Restricted Payments to the holders of its Equity InterestsBorrower or any Subsidiary or to otherwise transfer property to the Borrower, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee limits the Indebtedness ability of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for Liens on the benefit of the Secured Parties with respect Collateral to secure the Obligations under or (c) requires the Loan Documentsgrant of a Lien to secure an obligation of such Person if a Lien on the Collateral is granted to secure the Obligations, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) aboveexcept: (i) restrictions Contractual Obligations in existence as of the Closing Date and conditions imposed under any Loan Document and the Indenture Documentationset forth in Schedule 7.08; (ii) any Parent Credit Facility so long as the encumbrances and restrictions and conditions existing are not materially more restrictive than those set forth in the Parent Credit Facility (as in effect on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionDate); (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary this Agreement or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunderother Loan Document; (iv) customary provisions in leasesthe case of subclause (a), licenses any instrument governing Indebtedness or Equity Interests of a Person and its Subsidiaries acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other contracts restricting than the assignment thereofPerson and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 7.03; (v) restrictions imposed by customary provisions restricting subletting or assignment of any lease, contract, or license of the Borrower or any Subsidiary or customary provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (vi) any agreement relating for the sale or other Disposition of assets, including customary restrictions on distributions by a Subsidiary of the Borrower to secured be sold, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, that such Disposition was permitted by Section 7.05; (vii) in the case of subclause (a), any instrument or agreements governing Indebtedness permitted by this Agreement Section 7.03(f), which encumbrance or restriction is not applicable to any Person, or the extent such restriction applies only to properties or assets of any Person, other than the property securing Foreign Subsidiaries obligated in respect of such Indebtedness; (viviii) restrictions on cash or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not other deposits imposed by customers under contracts entered into in contemplation the ordinary course of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entitiesbusiness; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 7.02 and applicable solely to such Joint Venture and are entered into in the ordinary course of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiarybusiness; (x) any encumbrance agreement or restriction instrument relating to any Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to Swap Contracts; Section 7.03 if the encumbrances and restrictions are not materially more restrictive than those set forth in the Parent Credit Facility (as in effect on the Closing Date) or any Loan Document and do not otherwise materially impair the ability of the Borrower to perform its obligations under this Agreement; (xi) any negative pledge incurred or provided that in favor of any holder of Indebtedness permitted under Section 7.03(e), 7.03(m) or 7.03(p) solely to the extent any such restrictions negative pledge relates to the property financed by or conditions permit compliance with the Collateral subject of such Indebtedness and Guarantee Requirement and Section 6.11 and Section 6.14such negative pledge does not apply to Pledged Railcars; and (xixii) encumbrances negative pledges in favor of holders of Indebtedness permitted by Section 7.03 that limit the right of the debtor to dispose of or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityencumber the assets financed with such Indebtedness.

Burdensome Agreements. Enter intoAfter the date of this Agreement, or permit to exist, enter into any Contractual Obligation (other than (x) this Agreement or any other Loan Document and (y) Permitted Debt Restrictions) that encumbers or restricts the ability of (a) limits the ability (i) of any Covenant Entity Restricted Subsidiary to make Restricted Payments to the holders of its Equity InterestsBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (bii) of any Covenant Entity Restricted Subsidiary to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under or (iii) of the Nexstar Credit Agreement or make loans or advances to Parent, the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect such Person to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of secure any of the matters referred Loan Documents or (b) requires the grant of a Lien to in clauses (a) through (d) above: (i) restrictions and conditions imposed under secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, or amend any Loan Document and the Indenture Documentation; (ii) restrictions and conditions Contractual Obligation existing on the Closing Date date of this Agreement so as to impose or make more restrictive such a limitation, in each case other than the following: (A) any extension, renewal, amendment, modification negative pledge incurred or replacement thereof, except provided in favor of any holder of Indebtedness permitted under Section 7.03(b) and Section 7.03(f) solely to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating negative pledge relates to the sale property financed by or the subject of such Indebtedness or property subject to a Subsidiary Lien permitted hereunder that secures such Indebtedness; (B) [reserved]; (C) any encumbrances or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) imposed by reason of customary provisions contained in leases, licenses licenses, joint ventures agreements and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not similar agreements entered into in contemplation the ordinary course of such Person becoming a Covenant Entity and the restriction business; (D) any encumbrances or condition does restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or capital stock not apply to the Borrower; otherwise prohibited by this Agreement; (viiE) any restrictions regarding licenses or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined sublicenses by the Borrower and its Restricted Subsidiaries of intellectual property in good faiththe ordinary course of business; (F) any restrictions in a Contractual Obligation incurred in the ordinary course of business and on customary terms that prohibit transfer of assets subject of the applicable Contractual Obligation; (G) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the case ordinary course of Indebtedness of any Non Loan Partybusiness, are imposed solely on such Non Loan Party other third parties; and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ixH) any encumbrance or restriction: restrictions contained in agreements related to Indebtedness permitted by Section 7.03(e), (Am) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityn).

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation (other than, prior to the Closing Date, the CEB Revolver) that encumbers or restricts the ability of (au) any Covenant Entity Restricted Subsidiary to make Restricted Payments to the holders of its Equity Interestsany Loan Party, (bw) any Covenant Entity Restricted Subsidiary to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (cx) any Covenant Entity Restricted Subsidiary to transfer any of its property to any other Covenant Entity that is a Loan Party, (y) the Borrower or any Restricted Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (z) any Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (au) through (dz) above: (i) restrictions and conditions imposed under by law or any Loan Document and the Indenture DocumentationDocument; (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the BorrowerBorrower or any other Restricted Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 7.03 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Non-Loan Party, are imposed solely on such Non Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.146.11; (viii) restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (ix) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary;and (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such encumbrances and restrictions or conditions permit compliance with imposed by the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityAcquisition Agreement.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party (other than a Holding Company) or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.

Burdensome Agreements. Enter into, assume or otherwise be bound, or permit any Wholly-Owned Subsidiary to existenter into, assume or otherwise be bound, by any Contractual Obligation that encumbers or restricts the ability of Negative Pledge other than (ai) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) Negative Pledge contained in an agreement entered into in connection with any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is permitted pursuant to Section 7.03, which Indebtedness is of a Loan Party, (c) any Covenant Entity type that customarily includes a Negative Pledge or with respect to transfer any of its property to any other Covenant Entity that which such Negative Pledge is no more restrictive on a Loan Party or such Wholly-Owned Subsidiary in any material respect, when taken as a whole, than this Section 7.09 (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for as determined in good faith by the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; Borrower); (ii) restrictions and conditions existing on the Closing Date any Negative Pledge required or imposed by, or arising under or as a result of, any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; Law; (iii) customary restrictions and conditions Negative Pledges contained in (x) the agreements set forth on Schedule 7.09 or that are Disclosed Matters; (y) any agreement relating to the sale Disposition of a any Subsidiary or any assets pending such saleDisposition; provided that that, in any such restrictions and conditions apply case, the Negative Pledge applies only to the Subsidiary or the assets that is are the subject of such Disposition; or are to be sold and such sale is permitted hereunder; (ivz) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any the time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (iv) customary restrictions in leases, licenses and other contracts restricting the restriction or condition does not apply assignment thereof, (v) other customary restrictions set forth in agreements relating to assets specified in such agreements and entered into in the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 ordinary course of business to the extent such restrictions shall solely apply to such specified assets; and (vi) restrictions that apply only to the Equity Interests in, or conditions are no more restrictive assets of, any Person other than a Loan Party or a Wholly-Owned Subsidiary, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided that, with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined type prohibited by the Borrower in good faith) orthis Section 7.09 that are, in the case of Indebtedness of aggregate, more onerous in any Non Loan Party, are imposed solely material respect on such Non a Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with Wholly-Owned Subsidiary than the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rulerestrictions, regulation or orderin the aggregate, or required by any regulatory authorityin the original agreement.

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation (other than this Agreement or any other Loan Document) that encumbers or restricts the ability of (a) limits the ability (i) of any Covenant Entity Subsidiary to make Restricted Payments to the holders of its Equity Interestsa Borrower or any Guarantor or to otherwise transfer property to or invest in a Borrower or any Guarantor, (bii) of any Covenant Entity Subsidiary to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan PartyBorrower, (ciii) of any Covenant Entity Subsidiary to transfer any of its property make or repay loans to any other Covenant Entity that is a Loan Party or (div) of a Borrower or any Covenant Entity Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person. The foregoing restrictions shall not be violated by reason of (i) applicable Laws, (ii) this Agreement and the other Loan Documents and the Term Loan Facility and the Term Loan Documents, (iii) customary non-assignment provisions of any Lien upon contract, lease or license of a Borrower or any Subsidiary of their respective properties a Borrower entered into in the ordinary course of business and consistent with past practice, (iv) any term of the Senior Notes or revenues, whether now owned or hereafter acquired, the Holdco Senior Notes and any Permitted Refinancing Indebtedness thereof so long as in each case any restriction contained therein and described in the previous sentence is not materially more restrictive than the corresponding provisions of this Agreement and does not restrict the Loan Parties’ ability to grant Liens to the Administrative Agent for the benefit of the Secured Parties Parties, (v) restrictions limited solely to cash or other deposits imposed under contracts evidencing Permitted Liens entered into in the ordinary course of business, (vi) restrictions with respect to the Obligations under the Loan Documents, property of a Borrower or any renewalsSubsidiary that is to be sold pursuant to any Disposition permitted by Section 7.05, refinancings, exchanges, refundings or extension thereof, except (vii) any agreement in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing effect on the Closing Date and set forth on Schedule 7.09 (or any extensionreplacement thereof so long as the terms are not, renewaltaken as a whole, amendment, modification or replacement thereof, except materially less favorable to the extent any such amendmentLoan Parties), modification or replacement expands the scope of any such restriction or condition; (iiiviii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any the time any Person Subsidiary becomes a Covenant Entity (but not any modification or amendment expanding the scope Subsidiary of any such restriction or condition); provided that a Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Subsidiary of a Borrower and the restriction or condition does not apply applies only to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) oracquired Subsidiary, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: Indebtedness permitted under Sections 7.02(f) and (Ap) that restricts and any Permitted Refinancing Indebtedness thereof, so long as in a customary manner each case any such restrictions described in the subletting, assignment or transfer of any property or previous sentence relate only to the asset that is subject to a leasethe Capitalized Lease, license Synthetic Lease Obligation, purchase money obligation or similar contract sale and leaseback transaction permitted by Sections 7.02(f) and (p) or agreementPermitted Refinancing Indebtedness in respect thereof, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or Indebtedness permitted under Sections 7.02(h), (i) and (o) and any Permitted Refinancing Indebtedness thereof so long as in each case any restriction pursuant contained therein and described in the previous sentence is not materially more restrictive than the corresponding provisions of this Agreement (as reasonably determined in good faith by the Borrowers) and does not restrict the Loan Parties’ ability to Swap Contracts; provided that any such restrictions or conditions permit compliance with grant Liens to the Collateral Administrative Agent for the benefit of the Secured Parties and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances customary provisions in partnership agreements and limited liability company organizational documents with respect to any Person that is not a wholly-owned Subsidiary that restrict the transfer of ownership interests in such partnership, limited liability company or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authoritysimilar Person.

Burdensome Agreements. Enter The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to (ai) any Covenant Entity to make Restricted Payments dividends or distributions to the holders of its Equity InterestsCompany, (bii) pay any Covenant Entity Debt or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or Company, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan PartyCompany, (civ) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party the Company or (db) any Covenant Entity to create, incur, assume encumbers or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for restricts the benefit ability of the Secured Parties with respect Company or such Material Subsidiary to pledge its property pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof (other than pursuant to the Intercreditor Agreement), except except, in respect of each case, those (1) existing under (x) the Loan Documents and any of the matters referred to other agreement in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing effect on the Closing Date and (y) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement), and in each case any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any extension, renewal, amendment, modification Material Subsidiary existing at the time of such acquisition and not incurred in connection with or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the restriction encumbrances or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or conditions refinancings are no not materially more restrictive restrictive, taken as a whole, than the restrictions and conditions those in the Loan Documents or are market terms effect at the time of issuance the acquisition, (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A4) that restricts restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to are customary provisions restricting dispositions the subletting or assignment thereof, (5) existing by virtue of real any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property interests set forth in any reciprocal easement agreements or assets of the Borrower Company or any Restricted Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary; , (x7) existing under, by reason of or with respect to any encumbrance agreement for the sale or restriction other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, (10) those with respect to any Lien that is permitted to be incurred pursuant to Swap ContractsSection 8.06; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi11) encumbrances or restrictions arising contained in the documents governing any Debt or existing other instrument or agreement entered into after the Closing Date that, as determined by reason of applicable Law or any applicable rulethe Borrower, regulation or order, or required by any regulatory authoritywill not materially adversely affect the Borrower’s ability to make payments on the Loans.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation binding on the Borrower or any Subsidiary that (a) encumbers or restricts the ability of (ai) any Covenant Entity such Person to make Restricted Payments to the holders of its Equity InterestsBorrower or any Subsidiary, (bii) such Person to pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty the Borrower or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Subsidiary, (iii) such Person to make loans or advances to the Borrower or any Covenant Entity that is a Loan PartySubsidiary, (civ) any Covenant Entity such Person to transfer any of its property to the Borrower or any other Covenant Entity that is a Loan Party or Subsidiary, (dv) any Covenant Entity the Borrower to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pledge its property pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, (vi) any Portfolio Company to pledge its property pursuant to the Intercompany Documents to which it is a party or any renewals, refinancings, exchanges, refundings or extension thereof, (vii) the Borrower act as the Borrower pursuant to, and perform its obligations under, the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (viii) any Portfolio Company to act as the borrower pursuant to, and perform its obligations under, the Intercompany Debt Documents to which it is a party or any renewals, refinancings, exchanges, refundings or extension thereof except (in respect of any of the matters referred to in clauses (ai)-(iv) through and (dvi) above: ) for (i1) this Agreement and the other Loan Documents, (2) restrictions provided for under Qualified Intercompany Debt Documents and conditions imposed under documentation applicable to Outside Companies governing Outside Debt, (3) any Loan Document document or instrument governing capital leases and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extensionpurchase money Indebtedness incurred pursuant to Section 7.03(e), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii4) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (5) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary or any assets property permitted under Section 7.05 pending the consummation of such sale; provided sale and that such restrictions and conditions apply only to the Subsidiary or assets that is or are property to be sold and such sale is permitted hereunder; sold, or (iv6) customary provisions in leases, licenses leases and other contracts restricting the assignment thereof; , or (vb) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to requires the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope grant of any security for any obligation if such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and property is given as security for the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityObligations.

Burdensome Agreements. Enter The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to (ai) any Covenant Entity to make Restricted Payments dividends or distributions to the holders of its Equity InterestsCompany, (bii) pay any Covenant Entity Debt or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or Company, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan PartyCompany, (civ) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party the Company or (db) any Covenant Entity to create, incur, assume encumbers or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for restricts the benefit ability of the Secured Parties with respect Company or such Material Subsidiary to pledge its property pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except except, in respect of each case, those (1) existing under the Loan Documents and any of the matters referred to other agreement in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any extension, renewal, amendment, modification Material Subsidiary existing at the time of such acquisition and not incurred in connection with or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the restriction encumbrances or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or conditions refinancings are no not materially more restrictive restrictive, taken as a whole, than the restrictions and conditions those in the Loan Documents or are market terms effect at the time of issuance the acquisition, (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A4) that restricts restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or contract or similar contract property or agreementasset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the assignment Company or transfer any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any lease, license property or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements assets of the Borrower Company or any Restricted Material Subsidiary; , (x7) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing under, by reason of applicable Law or with respect to any applicable ruleagreement for the sale or other disposition of all or substantially all of the capital stock of, regulation or orderproperty and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any regulatory authorityLien that is permitted to be incurred pursuant to Section 8.06.

Burdensome Agreements. Enter into, assume or otherwise be bound, or permit any Wholly-Owned Subsidiary to existenter into, assume or otherwise be bound, by any Contractual Obligation that encumbers or restricts the ability of Negative Pledge other than (ai) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) Negative Pledge contained in an agreement entered into in connection with any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is permitted pursuant to Section 7.03, which Indebtedness is of a Loan Party, (c) any Covenant Entity type that customarily includes a Negative Pledge or with respect to transfer any of its property to any other Covenant Entity that which such Negative Pledge is no more restrictive on a Loan Party or such Wholly-Owned Subsidiary in any material respect, when taken as a whole, than this Section 7.09 (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for as determined in good faith by the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; Borrower); (ii) restrictions and conditions existing on the Closing Date any Negative Pledge required or imposed by, or arising under or as a result of, any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; Law; (iii) customary restrictions and conditions Negative Pledges contained in (x) the 2021 Credit Agreement, the agreements set forth on Schedule 7.09 or that are Disclosed Matters; (y) any agreement relating to the sale Disposition of a any Subsidiary or any assets pending such saleDisposition; provided that that, in any such restrictions and conditions apply case, the Negative Pledge applies only to the Subsidiary or the assets that is are the subject of such Disposition; or are to be sold and such sale is permitted hereunder; (ivz) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any the time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (iv) customary restrictions in leases, licenses and other contracts restricting the restriction or condition does not apply assignment thereof, (v) other customary restrictions set forth in agreements relating to assets specified in such agreements and entered into in the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 ordinary course of business to the extent such restrictions shall solely apply to such specified assets; and (vi) restrictions that apply only to the Equity Interests in, or conditions are no more restrictive assets of, any Person other than a Loan Party or a Wholly-Owned Subsidiary, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided that, with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined type prohibited by the Borrower in good faith) orthis Section 7.09 that are, in the case of Indebtedness of aggregate, more onerous in any Non Loan Party, are imposed solely material respect on such Non a Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with Wholly-Owned Subsidiary than the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rulerestrictions, regulation or orderin the aggregate, or required by any regulatory authorityin the original agreement.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Covenant Entity Restricted Subsidiary to make Restricted Payments to the holders of its Equity Interestsany Restricted Subsidiary, (b) any Covenant Entity Restricted Subsidiary to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower New Holdings hereunder and under the Nexstar Credit Agreement Loan Documents or make loans or advances to the Borrower New Holdings or any Covenant Entity of its Restricted Subsidiaries that is a Loan Party, (c) any Covenant Entity Restricted Subsidiary to transfer any of its property to New Holdings or any other Covenant Entity of its Restricted Subsidiaries that is a Loan Party or Party, (d) New Holdings or any Covenant Entity Restricted Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (e) any Loan Party or Subsidiary of a Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (dc) above: (i) restrictions and conditions imposed under any Loan Document Document, the Senior Notes Indenture Documentation and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Determination Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any the time any Person becomes a Covenant Entity Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the BorrowerNew Holdings or any other Restricted Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined by the Borrower Representative in good faith) or, in the case of Indebtedness of any Non Non-Loan Party, are imposed solely on such Non Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower Representative in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower New Holdings or any Restricted Subsidiary; (x) any encumbrance encumbrances or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.;

Burdensome Agreements. (a) Enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, any of the following by the Loan Party or any such Subsidiary: the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of Restricted Payments or other distributions in respect of Equity Interests of the Loan Party or any Subsidiary, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of property, real, personal or mixed, tangible; or (b) directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any Contractual Obligation that encumbers or restricts agreement limiting the ability of (a) any Covenant Entity Subsidiary to make Restricted Payments to the holders declare or pay dividends or other distributions in respect of its Equity InterestsInterests or repay or prepay any Indebtedness owed to, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to, or otherwise transfer assets to the Borrower or make investments in, any Loan Party or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any Subsidiary of its property to any other Covenant Entity that is a Loan Party (whether through a covenant restricting dividends, loans, asset transfers or (d) any Covenant Entity to createinvestments, incur, assume a financial covenant or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereofotherwise), except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; as provided in this Agreement, (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any the time any a Person becomes first became a Covenant Entity (but not any modification or amendment expanding the scope Subsidiary of any such restriction or condition); provided that a Loan Party, so long as such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time Subsidiary of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non a Loan Party, are imposed solely on such Non Loan Party (iii) by reason of customary negative pledges or provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and its Subsidiaries sale or merger agreements and are market terms at other similar agreements entered into in the time ordinary course of issuance (business so long as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with do not extend to assets other than those that are the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents subject of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any such lease, license or other contract or agreement; or , (Biv) pursuant any securitization transactions to customary provisions restricting dispositions of real property interests the extent set forth in any reciprocal easement agreements the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of the Borrower such transactions, or any Restricted Subsidiary; (xiv) any encumbrance agreement that amends, extends, refinances, renews or restriction replaces any agreement described in the foregoing clauses so long as the terms and conditions of any such agreement are not materially less favorable to the Loan Parties, the Administrative Agent or the Lenders, in each case, with respect to such dividend and payment restrictions than those under or pursuant to Swap Contracts; provided the agreement that any such restrictions is amended, extended, refinanced, renewed or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityreplaced.

Burdensome Agreements. Enter into, or permit to exist, into any Contractual Obligation (other than this Agreement or any other Loan Document) that encumbers or restricts limits the ability of (a) any Covenant Entity Subsidiary to make Restricted Payments to the holders of its Equity Interests, (b) Company or any Covenant Entity Subsidiary Guarantor or to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances transfer property to the Borrower Company or any Covenant Entity Subsidiary Guarantor; provided, however, that is a Loan Party, (c) this section shall not prohibit any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: limitation (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; on an Excluded Subsidiary; (ii) restrictions imposed in connection with a Disposition of property or assets not prohibited hereunder pending the consummation of such Disposition; (iii) imposed by law or any Loan Document; (iv) in the documentation governing the Term Loan Facility; (v) contained in any agreement of (A) an entity or related to assets acquired by or merged into or consolidated with the Company or any Subsidiary or (B) a Person that becomes a Subsidiary, in each case in existence at the time of such acquisition, merger, consolidation or such Person becoming a Subsidiary and conditions existing on the Closing Date so long as such limitation was not incurred in connection with, or in contemplation of, such acquisition, merger, consolidation or such Person becoming a Subsidiary and in any extension, renewal, amendment, modification refinancing or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such saleagreement; provided that any agreement effecting such restrictions and conditions apply only to extension, renewal, refinancing or replacement does not contain any restriction or limitation on the Subsidiary payment of dividends or assets distributions that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions limitations contained in the Loan Documents agreement being extended, renewed, refinanced or are market terms at replaced; and (vi) in any one or more agreements governing Indebtedness entered into after the time of issuance (Closing Date that contain encumbrances and other restrictions that are, taken as determined by the Borrower in good faith) ora whole, in the case reasonable and good faith judgment of Indebtedness of the Company, no more restrictive in any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at material respect with respect to the time of issuance (as determined by the Borrower in good faith); provided that Company or any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) Subsidiary than those encumbrances and other restrictions under that are in effect on the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) Closing Date pursuant to customary provisions restricting dispositions of real property interests set forth agreements and instruments in any reciprocal easement agreements effect on the Closing Date (including this Agreement and the Term Loan Facility) and that do not materially impair the ability of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant Loan Parties to Swap Contracts; provided that any such restrictions or conditions permit compliance with repay the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityObligations.

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation (other than this Agreement, any other Loan Document, the Material Contracts as in effect on the Closing Date, the Term Credit Agreement or any other Term Loan Document) that encumbers or restricts limits the ability of (a) of any Covenant Entity Restricted Subsidiary to make Restricted Payments or other distributions to the holders of its Equity Interests, (b) any Covenant Entity Loan Party or to enter into a Guaranty otherwise transfer property to or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is invest in a Loan Party, (b) of any Restricted Subsidiary which is a wholly owned Domestic Subsidiary to Guarantee the Obligations in accordance with the terms hereof or (c) of the Loan Parties or any Covenant Entity to transfer any of its property to any other Covenant Entity that Restricted Subsidiary which is a Loan Party or (d) any Covenant Entity wholly owned Domestic Subsidiary to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit such Person in favor of the Secured Parties Agent, in each case, except for encumbrances and restrictions under Contractual Obligations existing under or by reason of (i) this Agreement, the Term Credit Agreement, the other Loan Documents, the other Term Loan Documents and the documents governing the Other Liabilities; (ii) any restrictions with respect to a Borrower or Restricted Subsidiary imposed pursuant to (A) an agreement that has been entered into in connection with the Obligations under the Loan Documents, disposition of all or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any portion of the matters referred to in clauses equity interests or assets of such Borrower or Restricted Subsidiary or (aB) through (d) above: (i) contracts for the sale of assets that impose restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing solely on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except assets to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; be sold; (iii) customary restrictions and conditions the provisions contained in agreements relating to any Permitted Indebtedness (and in any refinancing of such indebtedness so long as no more restrictive than those contained in the sale of a Subsidiary or any assets pending such salerespective Indebtedness so refinanced); provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Restricted Subsidiary of any Borrower entered into in the ordinary course of business and customary provisions contained in other leases, sub-leases, licenses or sub-licenses and other contracts restricting agreements, in each case, entered into in the assignment thereof; ordinary course of business; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions assignment of real property interests set forth in any reciprocal easement agreements of the contract entered into by any Borrower or any Restricted Subsidiary; Subsidiary of any Borrower in the ordinary course of business; (vi) any agreement or instrument of a Person acquired as permitted hereunder, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations which are permitted hereunder; (ix) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the Lead Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Restricted Subsidiaries to meet their ongoing obligations, (x) any encumbrance restrictions on cash or restriction pursuant to Swap Contractsother deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances customary provisions in joint venture agreements or restrictions arising arrangements and other similar agreements or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityarrangements relating solely to such joint venture.

Burdensome Agreements. Enter into, or permit to exist, into any material Contractual Obligation that encumbers or restricts limits the ability of (a) any Covenant Entity Subsidiary to make Restricted Payments to the holders of its Equity Interestsa Loan Party (unless such Restricted Payment may be made to another Loan Party) or otherwise to transfer property to a Loan Party (unless such property may be transferred to another Loan Party), other than any such limitation existing under or by reason of: (a) applicable Law; (b) amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of Contractual Obligations existing on the Closing Date; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings of any Covenant Entity security, agreement, instrument or other undertaking evidencing any such Contractual Obligation are no more restrictive, taken as a whole, with respect to enter into a Guaranty such limitations than those contained in such security, agreement, instrument or otherwise Guarantee other undertaking as it existed on the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, Closing Date; (c) any Covenant Entity Contractual Obligation (i) governing property existing at the time of the acquisition thereof, so long as the limitation relates only to transfer the property so acquired or (ii) of any Subsidiary existing at the time such Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Subsidiary of its property the Borrower, or otherwise became a Subsidiary of the Borrower in each case not created in contemplation of such acquisition, merger or consolidation, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such Contractual Obligations; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to any other Covenant Entity that is a Loan Party or such limitations than those contained in such Contractual Obligations; (d) customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business; (e) customary limitations on a Receivables Entity pursuant to a Permitted Receivables Financing; (f) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (g) any Covenant Entity Contractual Obligation related to createany Indebtedness not prohibited by this Agreement; (h) any Contractual Obligation related to the sale, incurtransfer or other disposition of a Subsidiary or property that is not prohibited by this Agreement; provided that such limitation applies only to that Subsidiary or property, assume as applicable, pending such sale, transfer or suffer to exist other disposition; (i) Permitted Liens; (j) any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties Contractual Obligation with respect to the Obligations under the Loan Documents, disposition or any renewals, refinancings, exchanges, refundings distribution of property or extension thereof, except cash in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted joint ventures not otherwise prohibited by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not and entered into in contemplation the ordinary course of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower;business; or (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ixk) any encumbrance or restriction: (A) that restricts in Contractual Obligation related to preferred Equity Interests issued by a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements Subsidiary of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred Equity Interests is not prohibited by Section 7.02 and the terms of such preferred Equity Interest do not expressly restrict the ability of such Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred Equity Interests prior to paying any such restrictions dividends or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or making any applicable rule, regulation or order, or required by any regulatory authorityother distributions on other Equity Interests).

Burdensome Agreements. Enter into, Neither Holdings nor any of its Subsidiaries shall enter into any contractual obligation (other than this Agreement or permit to exist, any Contractual Obligation other Loan Document) that encumbers or restricts materially limits the ability of (a) of any Covenant Entity Subsidiary of Holdings to make Restricted Payments to the holders of its Equity InterestsHoldings, or to otherwise transfer property to Holdings, (b) of any Covenant Entity Subsidiary of Holdings to enter into a Guaranty or otherwise Guarantee guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement Holdings, or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) of Holdings or any Covenant Entity to transfer any Subsidiary of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Holdings to create, incur, assume or suffer to exist Liens on property of such person, in each case, other than: (i) encumbrances or restrictions contained in, or existing by reason of, any Lien upon agreement or instrument existing on the date hereof; (ii) encumbrances or restrictions contained in, or existing by reason of, any of their respective properties agreement or revenues, whether now owned or hereafter acquired, for instrument relating to property existing at the benefit time of the Secured Parties with respect acquisition thereof, so long as such encumbrances or restrictions relate only to the Obligations under the Loan Documentsproperty so acquired; (iii) encumbrances or restrictions contained in, or existing by reason of, any agreement or instrument relating to any debt of, or otherwise to, any Subsidiary of Holdings at the time such Subsidiary was merged or consolidated with or into, or acquired by, Holdings or a Subsidiary of Holdings or became a Subsidiary of Holdings and not created in contemplation thereof; (iv) encumbrances or restrictions contained in, or existing by reason of, any agreement or instrument effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, exchanges, refundings refunds or extension thereof, except in respect replacements) of any of the matters debt issued under an agreement referred to in clauses (ai) through (diii) above: (i) , so long as the encumbrances and restrictions contained in any such renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not materially more restrictive than the encumbrances and conditions imposed under any Loan Document and restrictions contained in the Indenture Documentationoriginal agreement, as determined in good faith by Holdings; (iiv) temporary encumbrances or restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except with respect to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of Holdings under an agreement that has been entered into for the disposition of all or any substantially all of the outstanding Capital Stock of or assets pending of such sale; Subsidiary, provided that such restrictions and conditions apply only to the Subsidiary or assets that disposition is or are to be sold and such sale is otherwise permitted hereunder; (ivvi) customary provisions in leasesrestrictions on cash, licenses other deposits or assets imposed by customers and other persons under contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation the ordinary course of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrowerbusiness; (vii) encumbrances or restrictions or conditions contained in any agreement or instrument relating to Indebtedness permitted pursuant that prohibit the transfer of all or substantially all of the assets of the obligor under such agreement or instrument unless the transferee assumes the obligations of the obligor under such agreement or instrument or such assets may be transferred subject to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14prohibition; (viii) encumbrances and or restrictions with respect to property under an agreement that has been entered into for the Organization Documents disposition of JV Entitiessuch property, provided that such disposition is otherwise permitted hereunder; (ix) encumbrances or restrictions contained in, or existing by reason of, any encumbrance agreement or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer instrument governing Indebtedness of any property Foreign Subsidiary of Holdings, which encumbrances or asset that is subject restrictions are not applicable to a lease, license or similar contract or agreementany person, or the assignment properties or transfer assets of any leaseperson, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions than any such Foreign Subsidiary of real property interests set forth in any reciprocal easement agreements Holdings and the subsidiaries of the Borrower or any Restricted such Foreign Subsidiary; (x) any encumbrance encumbrances or restriction pursuant restrictions with respect to Swap Contracts; provided property under a charter, lease or other agreement that any has been entered into for the employment of such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; andproperty; (xi) encumbrances or restrictions arising contained in joint venture agreements, partnership agreements and other similar agreements with respect to a joint ownership arrangement restricting the disposition or existing by reason distribution of applicable Law assets or property of such joint venture, partnership or other joint ownership entity, or any of such person’s subsidiaries, if such encumbrances or restrictions are not applicable rule, regulation to the property or order, assets of any other person; and (xii) encumbrances or required by restrictions contained in the Existing Credit Agreement as of the Closing Date (after giving effect to any regulatory authorityamendments thereto effective as of the Closing Date).

Burdensome Agreements. Enter intoPermit the Borrower or any of its Restricted Subsidiaries to, directly or permit indirectly, create or otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that encumbers consensual encumbrance or restricts consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any Covenant Entity to make Restricted Payments other distributions to the holders Borrower or any of its Equity Interests, Restricted Subsidiaries on its Capital Stock; or (ii) pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries; (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, of its Restricted Subsidiaries; (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any Liens on the Collateral of their respective properties or revenues, whether now owned or hereafter acquired, such Person for the benefit of the Secured Parties Lenders with respect to the Facilities and the Obligations or under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through ; or (d) abovesell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i1) contractual encumbrances or restrictions and conditions imposed under of the Borrower or any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing of its Restricted Subsidiaries in effect on the Closing Date or any extensionDate, renewal, amendment, modification or replacement thereof, except including pursuant to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any other Loan Documents, related Swap Contracts and Indebtedness permitted pursuant to Section 7.02 7.01(c); (2) the Senior Notes Indentures, the Senior Notes and related Guarantees and other documents relating to the Senior Notes Indentures and the Senior Notes; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in existence at the time of such acquisition (or at the time it merges with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (4), if a Person other than the Borrower or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by the Borrower or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (5) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (6) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (7) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (8) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in clauses (c) or conditions are no more restrictive than the restrictions and conditions (d) in the Loan Documents first paragraph of this Section 7.06 on the property so acquired; (9) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clauses (c) or (d) in the first paragraph of this Section 7.06 on the property subject to such lease; (10) any encumbrance or restriction effected in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of the Borrower, are market terms at necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing; (11) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the time of issuance Borrower or any Restricted Subsidiary that is incurred subsequent to the Closing Date pursuant to Section 7.01, provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payments under this Agreement (as determined by the Borrower in good faith) or, or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party Lenders than the encumbrances and its Subsidiaries and are market terms at the time of issuance restrictions contained in this Agreement (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix12) any encumbrance or restriction: restriction contained in secured Indebtedness otherwise permitted to be incurred pursuant to Sections 7.01 and 7.02 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (A13) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that restricts do not, individually or in a customary manner the sublettingaggregate, assignment or transfer (x) detract from the value of any the property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements assets of the Borrower or any Restricted SubsidiarySubsidiary in any manner material to the Borrower or any Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments under this Agreement, in each case, as determined by the Borrower in good faith; (x14) any encumbrance customary provisions in joint venture agreements or restriction pursuant arrangements and other similar agreements or arrangements relating solely to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14applicable joint venture; and (xi15) any encumbrances or restrictions arising of the type referred to in Section 7.06(a), (b), (c) and (d) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or existing refinancings of the contracts, instruments or obligations referred to in Section 7.06(1) through (14); provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.06, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary to other Indebtedness Incurred by reason of applicable Law the Borrower or any applicable rule, regulation such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or order, or required by any regulatory authorityadvances.

Burdensome Agreements. Enter into, Neither Holdings nor any of its Subsidiaries shall enter into any contractual obligation (other than this Agreement or permit to exist, any Contractual Obligation other Loan Document) that encumbers or restricts materially limits the ability of (a) of any Covenant Entity Subsidiary of Holdings to make Restricted Payments to the holders of its Equity InterestsHoldings, or to otherwise transfer property to Holdings, (b) of any Covenant Entity Subsidiary of Holdings to enter into a Guaranty or otherwise Guarantee guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement Holdings, or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) of Holdings or any Covenant Entity to transfer any Subsidiary of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Holdings to create, incur, assume or suffer to exist Liens on property of such person, in each case, other than: (i) encumbrances or restrictions contained in, or existing by reason of, any Lien upon agreement or instrument existing on the date hereof; (ii) encumbrances or restrictions contained in, or existing by reason of, any of their respective properties agreement or revenues, whether now owned or hereafter acquired, for instrument relating to property existing at the benefit time of the Secured Parties with respect acquisition thereof, so long as such encumbrances or restrictions relate only to the Obligations under the Loan Documentsproperty so acquired; (iii) encumbrances or restrictions contained in, or existing by reason of, any agreement or instrument relating to any debt of, or otherwise to, any Subsidiary of Holdings at the time such Subsidiary was merged or consolidated with or into, or acquired by, Holdings or a Subsidiary of Holdings or became a Subsidiary of Holdings and not created in contemplation thereof; (iv) encumbrances or restrictions contained in, or existing by reason of, any agreement or instrument effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, exchanges, refundings refunds or extension thereof, except in respect replacements) of any of the matters debt issued under an agreement referred to in clauses (ai) through (diii) above: (i) , so long as the encumbrances and restrictions contained in any such renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not materially more restrictive than the encumbrances and conditions imposed under any Loan Document and restrictions contained in the Indenture Documentationoriginal agreement, as determined in good faith by Holdings; (iiv) temporary encumbrances or restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except with respect to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of Holdings under an agreement that has been entered into for the disposition of all or any substantially all of the outstanding Capital Stock of or assets pending of such sale; Subsidiary, provided that such restrictions and conditions apply only to the Subsidiary or assets that disposition is or are to be sold and such sale is otherwise permitted hereunder; (ivvi) customary provisions in leasesrestrictions on cash, licenses other deposits or assets imposed by customers and other persons under contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation the ordinary course of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrowerbusiness; (vii) encumbrances or restrictions or conditions contained in any agreement or instrument relating to Indebtedness permitted pursuant that prohibit the transfer of all or substantially all of the assets of the obligor under such agreement or instrument unless the transferee assumes the obligations of the obligor under such agreement or instrument or such assets may be transferred subject to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14prohibition; (viii) encumbrances and or restrictions with respect to property under an agreement that has been entered into for the Organization Documents disposition of JV Entitiessuch property, provided that such disposition is otherwise permitted hereunder; (ix) encumbrances or restrictions contained in, or existing by reason of, any encumbrance agreement or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer instrument governing Indebtedness of any property Foreign Subsidiary of Holdings, which encumbrances or asset that is subject restrictions are not applicable to a lease, license or similar contract or agreementany person, or the assignment properties or transfer assets of any leaseperson, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions than any such Foreign Subsidiary of real property interests set forth in any reciprocal easement agreements Holdings and the subsidiaries of the Borrower or any Restricted such Foreign Subsidiary; (x) any encumbrance encumbrances or restriction pursuant restrictions with respect to Swap Contracts; provided property under a charter, lease or other agreement that any has been entered into for the employment of such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14property; and (xi) encumbrances or restrictions arising contained in joint venture agreements, partnership agreements and other similar agreements with respect to a joint ownership arrangement restricting the disposition or existing by reason distribution of applicable Law assets or property of such joint venture, partnership or other joint ownership entity, or any of such person’s subsidiaries, if such encumbrances or restrictions are not applicable ruleto the property or assets of any other person. In addition, regulation Holdings will not, and will not permit any of its Subsidiaries to, enter into or orderamend any indenture, credit agreement or required by other instrument that would prohibit or restrict Holdings or any regulatory authorityof its Subsidiaries from granting or permitting to exist Liens securing the Obligations.

Burdensome Agreements. Enter into, or permit to exist, Neither the Borrower nor any Subsidiary shall enter into any Contractual Obligation that encumbers or restricts limits the ability (i) of (a) any Covenant Entity Subsidiary to make Restricted Payments to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty cash dividends or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances other distributions to the Borrower or any Covenant Entity that is a Loan Partyto otherwise transfer property to the Borrower, (cii) of any Covenant Entity Subsidiary to transfer any of its property to any other Covenant Entity that is a Loan Party Guarantee the Obligations or (diii) of the Borrower or any Covenant Entity Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations, other than, in each case, any Lien upon any of their respective properties such limitation existing under or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses by reason of: (a) through this Agreement or any other Loan Document; (b) applicable Laws; (c) any Contractual Obligation outstanding on the First Amendment Effective Date; (d) above: any Contractual Obligation (i) restrictions and conditions imposed under governing property existing at the time of the acquisition thereof, so long as the limitation related only to such property or (ii) of any Loan Document and Subsidiary existing at the Indenture Documentationtime such Subsidiary was merged or consolidated with or into, or acquired by the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower, in each case not created in contemplation of such acquisition, merger or consolidation or otherwise becoming a Subsidiary of the Borrower; (iie) restrictions and conditions existing on customary non-assignment provisions entered into in the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope ordinary course of any such restriction or conditionbusiness; (iiif) customary restrictions and conditions contained on cash or other deposits or on net worth (or other measure of creditworthiness) imposed by customers, suppliers, landlords or tenants under Contractual Obligations entered into in agreements relating the ordinary course of business; (g) any Contractual Obligation related to the sale any Debt or any Lien not prohibited by this Agreement; (h) any Contractual Obligation related to any sale, transfer or other Disposition of a Subsidiary or any assets other property not prohibited by this Agreement pending the consummation of such sale, transfer or other Disposition; provided that such restrictions and conditions apply only to the such Subsidiary or assets such other property that is the subject of such sale, transfer or are to be sold and such sale is permitted hereunderother Disposition; (i) any Contractual Obligation related to preferred equity interests issued by the Borrower, any Subsidiary of the Borrower, or any direct or indirect parent of any of the foregoing, or the payment of dividends thereon in accordance with the terms thereof; provided that (x) the issuance of such preferred equity interests is not otherwise prohibited by this Agreement and (y) the terms of such preferred equity interests do not expressly restrict the ability of any Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred equity interests prior to paying any Restricted Payments); (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures not otherwise prohibited by this Agreement and applicable solely to such joint venture; (k) Contractual Obligations related to (i) the Merger Agreement, (ii) a Partnership Restructuring Event, (iii) a Partnership Rollup Event or (iv) another transaction permitted under Section 7.05; (l) Contractual Obligations where the stated liability (for the avoidance of doubt, excluding any inchoate or contingent liabilities) of the Borrower or any of its Subsidiaries under such Contractual Obligations does not exceed $25,000,000 per fiscal year in the aggregate at any one time for all such Contractual Obligations; (m) customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness or asset sale or purchase agreements otherwise permitted by this Agreement so long as such restrictions relate solely to the assets subject thereto; (n) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (o) any Contractual Obligation (i) with respect to surety bonds, performance bonds or similar instruments, and guarantees associated therewith, (ii) constituting an indemnity or performance obligation and guarantees associated therewith, or (iii) evidencing letters of credit and related documentation, in each case to the extent such restriction applies only to the property securing such Indebtednessnot otherwise prohibited by this Agreement; (vip) restrictions or conditions set forth any Contractual Obligation that is primarily commercial in any agreement in effect at any time any Person becomes a Covenant Entity (nature, including but not limited to gas gathering agreements, water services contracts, transportation agreements, procurement contracts for goods and services and other agreements or arrangements for the purchase, sale, transportation, gathering, collection, supply, and/or storage, of natural gas or other hydrocarbons, or similar transactions or services with respect to natural gas or other hydrocarbons; or (q) any modification amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or amendment expanding the scope refinancing of any such restriction restriction, provision or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness Contractual Obligation otherwise permitted pursuant to under this Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith)7.11; provided that any such restrictions amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or conditions permit compliance refinancing is no more restrictive, when taken as a whole, with the Collateral and Guarantee Requirement and respect to such limitations than those contained in such Contractual Obligations as in effect immediately prior to such amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing. s) Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements 10.23 of the Borrower or Credit Agreement is hereby amended by (i) replacing the references therein to “EEA Financial Institution” with “Affected Financial Institution”, (ii) replacing the references therein to “an EEA Resolution Authority” with “the applicable Resolution Authority” and (iii) replacing the reference therein to “any Restricted Subsidiary;EEA Resolution Authority” with “the applicable Resolution Authority”. (xt) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with Exhibit C of the Collateral Credit Agreement is hereby amended and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.restated in the form attached hereto as Annex I.

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts the ability of the Borrower or any Subsidiary (other than any Excluded Subsidiary) to (a) pay dividends or make any Covenant Entity other distributions to make Restricted Payments any Loan Party on its Capital Stock or with respect to the holders of any other interest or participation in, or measured by, its Equity Interestsprofits, (b) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) make loans or advances to any Covenant Entity to Loan Party, (d) sell, lease or transfer any of its property Property to any other Covenant Entity that is Loan Party, (e) grant any Lien on any of its Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (f) act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (de) above: ) for (i) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Loan Documents, (ii) restrictions and conditions existing on the Closing Date any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(c), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions contained in agreements any agreement relating to the sale of any Property permitted under Section 8.05 pending the consummation of such sale, (v) any document or instrument governing Subordinated Indebtedness and (vi) in the case of the matters referred to in clause (a) through (d) above, Contractual Obligations of any Person that becomes a Subsidiary or any assets pending such sale; after the Closing Date, provided that such restrictions Contractual Obligations were in existence at the time such Person became a Subsidiary and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but were not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into created in contemplation of or in connection with such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.

Burdensome Agreements. Enter The Borrower shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to (ai) any Covenant Entity to make Restricted Payments dividends or distributions to the holders of its Equity InterestsBorrower, (bii) pay any Covenant Entity Debt or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or Borrower, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (civ) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party the Borrower or (db) any Covenant Entity to create, incur, assume encumbers or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for restricts the benefit ability of the Secured Parties with respect Borrower or such Material Subsidiary to pledge its property pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereofextensions thereof (other than pursuant to the ABL Intercreditor Agreement), except except, in respect of each case, those (1) existing under (x) the Loan Documents and any of the matters referred to other agreement in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing effect on the Closing Date and (y) the ABL Credit Agreement and the other ABL Loan Documents, and in each case any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Borrower or any extension, renewal, amendment, modification Material Subsidiary existing at the time of such acquisition and not incurred in connection with or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the restriction encumbrances or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or conditions refinancings are no not materially more restrictive restrictive, taken as a whole, than the restrictions and conditions those in the Loan Documents or are market terms effect at the time of issuance the acquisition, (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A4) that restricts restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to are customary provisions restricting dispositions the subletting or assignment thereof, (5) existing by virtue of real any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property interests set forth in any reciprocal easement agreements or assets of the Borrower or any Restricted Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Borrower or any Material Subsidiary; , (x7) existing under, by reason of or with respect to any encumbrance agreement for the sale or restriction other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, (10) with respect to any Lien that is permitted to be incurred pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral Section 6.05, and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi11) encumbrances or restrictions arising contained in the documents governing any Debt or existing other instrument or agreement entered into after the Closing Date that, as determined by reason of applicable Law or any applicable rulethe Borrower, regulation or order, or required by any regulatory authoritywill not materially adversely affect the Borrower’s ability to make payments on the Loans.

Burdensome Agreements. Enter into, or permit to exist, into any Contractual Obligation (except for this Agreement and the other Loan Documents or as disclosed on Schedule 7.09 to the Disclosure Letter) that (a) encumbers or restricts the ability of any such Person to (ai) any Covenant Entity to act as a Loan Party; (ii) make Restricted Payments to the holders of its Equity Interestsany Loan Party, (biii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iv) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (dv) any Covenant Entity to createin the case of the Borrower, incur, assume or suffer to exist create any Lien upon any of their respective its properties or revenuesassets, whether now owned or hereafter acquired, except, in the case of clause (a)(v) only, for the benefit of the Secured Parties with respect any document or instrument governing Indebtedness incurred pursuant to the Obligations under the Loan DocumentsSection 7.02(c), or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith (iiiand any additions, accessions, parts, improvements and attachments thereto, and the proceeds thereof), and except for (1) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (2) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary or any assets property permitted under Section 7.05 pending the consummation of such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (iv3) customary provisions in leases, licenses and other contracts restricting the assignment assignment, subletting or encumbrance thereof; , (v4) restrictions imposed by and conditions in any agreement indenture, agreement, document, instrument or other arrangement relating to secured Indebtedness permitted by this Agreement the assets or business of any Subsidiary existing prior to the extent consummation of a Permitted Acquisition in which such restriction applies only assets were, or Subsidiary was, acquired (and not created in contemplation of such Permitted Acquisition) so long as such restrictions and conditions do not apply to the property securing such Indebtedness; Borrower or any of its other Subsidiaries, (vi5) customary rights of first refusal, voting, redemption, transfer or other restrictions or conditions set forth with respect to the Equity Interests in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification joint venture entities or amendment expanding other Persons other than Persons whose Equity Interests are pledged to the scope Administrative Agent for the benefit of any such restriction or condition)the Secured Parties; provided that such agreement provisions apply only to such joint venture or Person and to Equity Interests in such joint venture or Person, (6) restrictions on deposits imposed by customers of the Borrower or any Subsidiary under contracts entered into in the ordinary course of business and (7) restrictions and conditions imposed by Law, or (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations, except for (i) any Contractual Obligation of any Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Contractual Obligation was not entered into solely in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements Subsidiary of the Borrower and (ii) customary provisions in indentures for high yield or investment grade securities, so long as, in each case under the foregoing clauses (i) and (ii), the applicable Contractual Obligation or indenture does not require the grant of a Lien on any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityCollateral.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation (other than, prior to the Closing Date, the CEB Revolver) that encumbers or restricts the ability of (au) any Covenant Entity Restricted Subsidiary to make Restricted Payments to the holders of its Equity InterestsBorrower or any Restricted Subsidiary to make Restricted Payments to any Loan Partythat is a Guarantor, (bw) any Covenant Entity Restricted Subsidiary to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the any Loan Partythe Borrower or any Covenant Entity Restricted Subsidiary that is a Loan PartyGuarantor, (cx) any Covenant Entity Restricted Subsidiary to transfer any of its property to any other Covenant Entity Loan Party, (y) the Borrower or any Restricted Subsidiary that is a Guarantor, (y) any Loan Party to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (dz) any Covenant Entity Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (au) through (dz) above: (i) restrictions and conditions imposed under by law or any Loan Document and the Indenture DocumentationDocument; (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the BorrowerBorrower or any other Restricted Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 7.03 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Non-Loan Party, are imposed solely on such Non Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.146.11; (viii) restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (ix) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary;and (x) encumbrances and restrictions imposed by the Acquisition Agreement.; (xi) restrictions and conditions existing on the issuance date of the Senior Unsecured Notes or to any encumbrance extension, renewal, amendment, modification or restriction pursuant replacement thereof, except to Swap Contracts; provided that the extent any such restrictions amendment, modification or conditions permit compliance with replacement, in good faith judgment of the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14Borrower, expands the scope of any such restriction or condition; and (xixii) encumbrances or and restrictions arising or existing under the Senior Unsecured Notes Indenture, the Senior Unsecured Notes (and Guarantee Obligations thereof by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authoritythe Guarantors).

Burdensome Agreements. Enter intoThe Company will not, and will not permit any Subsidiary to, enter into any agreement, instrument or permit to exist, any Contractual Obligation that encumbers or restricts the ability of other contractual obligation (other than (a) any Covenant Entity to make Restricted Payments to the holders of its Equity Intereststhis Agreement, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a other Loan PartyDocument, (c) the Bridge Facility and related documents contemplated thereby, (d) restrictions and conditions (i) which exist on the Effective Date (as defined in Amendment No. 1) or (ii) the Amendment No. 1 Effective Date, and in either case, are disclosed on Schedule 6.15 hereto, (e) customary restrictions and conditions contained in agreements relating to any Covenant Entity sale of assets or Equity Interests pending such sale, provided such restrictions and conditions apply only to the Person or property that is to be sold, (f) restrictions and conditions by the terms of the documentation governing (i) Debt incurred by Foreign Subsidiaries consisting of working capital lines entered into in the ordinary course of business or (ii) any Permitted Securitization that in the good faith determination of the Company are customary, necessary or advisable to effect such Permitted Securitization, (g) restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions or conditions apply only to property or assets financed by such Debt, (h) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures applicable solely to such joint venture entered into in the ordinary course of business, (i) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (j) customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment, sale or transfer thereof, in each case entered into in the ordinary course of business or which exists on the date hereof, (k) restrictions and conditions contained in the Indenture dated as of June 15, 1995 between the Company and First Trust National Association, Trustee (the “Indenture”), or in any indenture supplemental thereto, or in debt securities issued and sold to third parties through underwriters or placement agents under any other agreement, indenture or instrument entered into after July 5, 2009 which contains restrictions or conditions (i) which are similar to the restrictions or conditions contained in the Indenture or (ii) are otherwise customary in the market for issuers comparable to the Company at the time of issuance of the applicable debt securities (which, as to all of the foregoing, shall in no event relate to current assets); provided, however, that clause (k)(ii) shall not be applicable to debt agreements, indentures or instruments issued after the latest of (A) the termination of the Acquisition Agreement, (B) if the Amendment No. 1 Effective Date has not occurred on or prior to such date, March 31, 2010, (C) if the Bridge Facility has funded, the issuance by the Company of $1,000,000,000 in aggregate principal amount of debt securities after July 5, 2009 and (D) if the Bridge Facility is not funded on such date, the date of the consummation of the Acquisition (it being understood that clause (k)(ii) shall be applicable to Debt securities issued on or prior to the date of consummation of the Acquisition), and (l) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing) that (i) limits the ability of any of its Subsidiaries to (A) pay dividends and other distributions to the Company or otherwise transfer property to the Company; (B) guarantee any other Covenant Entity that is a Loan Party Debt of the Company or (dC) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any Liens in favor of their respective properties or revenues, whether now owned or hereafter acquiredthe Administrative Agent, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, Lenders; or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on requires the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale grant of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only Lien to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation secure an obligation of such Person becoming if a Covenant Entity and the restriction or condition does not apply Lien is granted to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent secure another obligation of such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityPerson.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of any such Person to (ai) pay dividends or make any Covenant Entity other distributions to make Restricted Payments to the holders of any Loan Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (civ) any Covenant Entity to sell, lease or transfer any of its property Property to any other Covenant Entity Loan Party, (v) pledge its Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof (provided that is the Loan Parties may enter into and permit to exist Contractual Obligations that contain customary "no assignment" provisions) or (vi) act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (di)-(v) above: ) for (i1) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Loan Documents, (ii2) restrictions and conditions existing on the Closing Date any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(e), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary or any assets Property permitted under Section 8.05 pending the consummation of such sale; provided that such restrictions and conditions apply only to , (5) the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; Product Acquisition Documents (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only received and approved by the Administrative Agent and Required Lenders prior to the property securing such Indebtedness; consummation of the Product Acquisition), (vi6) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity the Securities Purchase Agreement, Warrants and/or Warrant Shares, (but not any modification or amendment expanding 7) the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith)Proprius License Agreement; provided that any such restrictions or conditions permit compliance with restriction contained in the Collateral Proprius License Agreement relates only to the Equity Interests of Proprius, Inc. owned by the Borrower and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a 8) customary manner the subletting, provisions restricting assignment or transfer of any license for intellectual property permitted hereunder or asset any other agreement entered into in the ordinary course of business. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the Property constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the Property subject to a leasesuch Permitted Lien, license or similar contract or agreement(iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.05, or pending the consummation of such sale, (iv) the Product Acquisition Documents (to the extent received and approved by the Administrative Agent and Required Lenders prior to the consummation of the Product Acquisition), (v) the Proprius License Agreement; provided that any such restriction contained in the Proprius License Agreement relates only to the Equity Interests of Proprius, Inc. owned by the Borrower, and (vi) customary provisions restricting assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real for intellectual property interests set forth in any reciprocal easement agreements of the Borrower permitted hereunder or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with other agreement entered into in the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason ordinary course of applicable Law or any applicable rule, regulation or order, or required by any regulatory authoritybusiness.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of any such Person to (ai) pay dividends or make any Covenant Entity other distributions to make Restricted Payments to the holders of any Loan Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (civ) any Covenant Entity to sell, lease or transfer any of its property Property to any other Covenant Entity Loan Party, (v) pledge its Property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof (provided that is the Loan Parties may enter into and permit to exist Contractual Obligations that contain customary “no assignment” provisions) or (vi) act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (di)-(v) above: ) for (i1) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Loan Documents, (ii2) restrictions and conditions existing on the Closing Date any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(e), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary or any assets Property permitted under Section 8.05 pending the consummation of such sale; provided that such restrictions and conditions apply only to , (5) the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; Lotronex® Acquisition Documents, (iv6) the Proleukin® Transaction Documents, (7) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any license for intellectual property or asset that is in any other agreement entered into not otherwise in violation of this Agreement and (8) exclusivity provisions with respect to licenses granted by any Loan Party or similar rights restricting the ability of the Loan Parties to use, transfer, assign or license the rights subject to a lease, license or similar contract or agreementsuch license. (b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the Property constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the Property subject to such Permitted Lien, (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.05, pending the consummation of such sale, (iv) Lotronex® Acquisition Documents, (v) the Proleukin® Transaction Documents, (vi) customary provisions restricting assignment or transfer of any lease, license for intellectual property or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements other agreement entered into not otherwise in violation of this Agreement and (vii) exclusivity provisions with respect to licenses granted by any Loan Party or similar rights restricting the ability of the Borrower Loan Parties to use, transfer, assign or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant license the rights subject to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authoritylicense.

Burdensome Agreements. Enter into, or permit to exist, Neither the Borrower nor any Subsidiary shall enter into any Contractual Obligation that encumbers or restricts limits the ability (i) of (a) any Covenant Entity Subsidiary to make Restricted Payments to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty cash dividends or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances other distributions to the Borrower or any Covenant Entity that is a Loan Partyto otherwise transfer property to the Borrower, (cii) of any Covenant Entity Subsidiary to transfer any of its property to any other Covenant Entity that is a Loan Party Guarantee the Obligations or (diii) of the Borrower or any Covenant Entity Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations, other than, in each case, any Lien upon any of their respective properties such limitation existing under or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses by reason of: (a) through this Agreement or any other Loan Document; (b) applicable Laws; (c) any Contractual Obligation outstanding on the First Amendment Effective Date; (d) above: any Contractual Obligation (i) restrictions and conditions imposed under governing property existing at the time of the acquisition thereof, so long as the limitation related only to such property or (ii) of any Loan Document and Subsidiary existing at the Indenture Documentationtime such Subsidiary was merged or consolidated with or into, or acquired by the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower, in each case not created in contemplation of such acquisition, merger or consolidation or otherwise becoming a Subsidiary of the Borrower; (iie) restrictions and conditions existing on customary non-assignment provisions entered into in the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope ordinary course of any such restriction or conditionbusiness; (iiif) customary restrictions and conditions contained on cash or other deposits or on net worth (or other measure of creditworthiness) imposed by customers, suppliers, landlords or tenants under Contractual Obligations entered into in agreements relating the ordinary course of business; (g) any Contractual Obligation related to the sale any Debt or any Lien not prohibited by this Agreement; (h) any Contractual Obligation related to any sale, transfer or other Disposition of a Subsidiary or any assets other property not prohibited by this Agreement pending the consummation of such sale, transfer or other Disposition; provided that such restrictions and conditions apply only to the such Subsidiary or assets such other property that is the subject of such sale, transfer or are to be sold and such sale is permitted hereunderother Disposition; (i) any Contractual Obligation related to preferred equity interests issued by the Borrower, any Subsidiary of the Borrower, or any direct or indirect parent of any of the foregoing, or the payment of dividends thereon in accordance with the terms thereof; provided that (x) the issuance of such preferred equity interests is not otherwise prohibited by this Agreement and (y) the terms of such preferred equity interests do not expressly restrict the ability of any Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred equity interests prior to paying any Restricted Payments); (j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures not otherwise prohibited by this Agreement and applicable solely to such joint venture; (k) Contractual Obligations related to (i) the Merger Agreement, (ii) a Partnership Restructuring Event, (iii) a Partnership Rollup Event or (iv) another transaction permitted under Section 7.05; (l) Contractual Obligations where the stated liability (for the avoidance of doubt, excluding any inchoate or contingent liabilities) of the Borrower or any of its Subsidiaries under such Contractual Obligations does not exceed $25,000,000 per fiscal year in the aggregate at any one time for all such Contractual Obligations; (m) customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness or asset sale or purchase agreements otherwise permitted by this Agreement so long as such restrictions relate solely to the assets subject thereto; (n) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (o) any Contractual Obligation (i) with respect to surety bonds, performance bonds or similar instruments, and guarantees associated therewith, (ii) constituting an indemnity or performance obligation and guarantees associated therewith, or (iii) evidencing letters of credit and related documentation, in each case to the extent such restriction applies only to the property securing such Indebtednessnot otherwise prohibited by this Agreement; (vip) restrictions or conditions set forth any Contractual Obligation that is primarily commercial in any agreement in effect at any time any Person becomes a Covenant Entity (nature, including but not limited to gas gathering agreements, water services contracts, transportation agreements, procurement contracts for goods and services and other agreements or arrangements for the purchase, sale, transportation, gathering, collection, supply, and/or storage, of natural gas or other hydrocarbons, or similar transactions or services with respect to natural gas or other hydrocarbons; or (q) any modification amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or amendment expanding the scope refinancing of any such restriction restriction, provision or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness Contractual Obligation otherwise permitted pursuant to under this Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith)7.11; provided that any such restrictions amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or conditions permit compliance refinancing is no more restrictive, when taken as a whole, with the Collateral and Guarantee Requirement and respect to such limitations than those contained in such Contractual Obligations as in effect immediately prior to such amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing. jj) Section 6.11 and Section 6.14; (viii8.01(h) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; Credit Agreement is hereby amended by replacing the reference in clause (x) therein to “EQT Corporation or a Permitted Transferee” with “ETRN, any encumbrance direct or restriction pursuant indirect subsidiary thereof or EQT Corporation”. kk) Section 10.23 of the Credit Agreement is hereby amended by (i) replacing the references therein to Swap Contracts; provided that “EEA Financial Institution” with “Affected Financial Institution”, (ii) replacing the references therein to “an EEA Resolution Authority” with “the applicable Resolution Authority” and (iii) replacing the reference therein to “any such restrictions or conditions permit compliance EEA Resolution Authority” with “the Collateral and Guarantee Requirement and applicable Resolution Authority”. ll) A new Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason 10.25 of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.the Credit Agreement is hereby added as follows:

Burdensome Agreements. Enter into, or permit to exist, into any Contractual Obligation (other than this Agreement or any other Loan Document) that encumbers or restricts limits the ability of (ai) any Covenant Entity Subsidiary to make Restricted Payments to the holders of its Equity InterestsParent, (b) any Covenant Entity Borrower, any Subsidiary Guarantor or to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances transfer property to the Parent, any Borrower or any Covenant Entity that is a Loan PartySubsidiary Guarantor, (cii) the Parent or any Subsidiary of ESR OP (other than Excluded Subsidiary) to Guarantee any Obligations or (iii) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist Liens on property of such Person to secure any Lien upon any of their respective properties or revenuesObligations; provided, whether now owned or hereafter acquiredhowever, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in that clauses (a) through (d) above: (i) restrictions and conditions imposed (iii) of this Section 7.09 shall not prohibit any limitation on Restricted Payments or negative pledges (A) incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(c) or (d), (B) contained in (x) any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing agreement in effect on the Closing Date and set forth on Schedule 7.09 hereto and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope refinancings of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such salethose agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole (as determined by the Borrowers in good faith), with respect to such restrictions and conditions apply only to than those contained in those agreements on the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; Closing Date, (ivy) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth contained in any agreement in effect at any the time any Person Subsidiary becomes a Covenant Entity (but not any modification or amendment expanding Subsidiary of ESR OP after the scope of any such restriction or condition); provided that Closing Date, so long as such agreement was 148 not entered into solely in contemplation of such Person becoming a Covenant Entity Subsidiary of ESR OP or (z) any agreement in connection with a Disposition permitted by Section 7.05 (provided that such limitation shall only be effective against the assets or property that are the subject of Disposition), (C) by reason of customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the restriction or condition does not apply ordinary course of business, which limitation is applicable only to the Borrower; assets that are the subject of such agreements, (viiD) restrictions limitation on Restricted Payment by reason of customary provisions in joint venture agreements or conditions in any Indebtedness other similar agreements applicable to joint ventures permitted pursuant to under Section 7.02 and applicable solely to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions joint venture entered into in the Loan Documents or are market terms at the time ordinary course of issuance business, (as determined E) negative pledges by the Borrower in good faith) or, in the case reason of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions assignment of real property interests set forth any agreement entered into in the ordinary course of business, (F) by reason of applicable Law, rule, regulation or order or the terms of any reciprocal easement agreements license, authorization, concession or permit and (G) limitations on Restricted Payments by reason of restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the Borrower or ordinary course of business; provided, further, however, that, notwithstanding the foregoing, in no event shall any Restricted Subsidiary; negative pledge relate to (x) any encumbrance Collateral or restriction pursuant to Swap Contracts; provided that (y) any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityBorrowing Base Property.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that encumbers or restricts the ability of any such Person to (ai) any Covenant Entity to act as a Loan Party; (ii) make Restricted Payments to the holders of its Equity Interestsany Loan Party, (biii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty any Loan Party or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or (iv) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (dv) any Covenant Entity to create, incur, assume or suffer to exist create any Lien upon any of their respective properties or revenuesassets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) orexcept, in the case of clause (a)(v) only, for any document or instrument governing Indebtedness secured by Permitted Liens, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Liens, except (a) any such limitation existing under or by reason of applicable law, (b) Permitted Liens, (c) any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms Contractual Obligation (i) governing property existing at the time of issuance the acquisition thereof, so long as the limitation relates only to the property so acquired or (as determined by ii) of any Subsidiary existing at the time such Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower in good faith)each case not created in contemplation of such acquisition, merger or consolidation, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such Contractual Obligations; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such limitations than those contained in such Contractual Obligations, (d) customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business, (e) any such arrangement restricting any mutual fund or investment fund managed or advised by such g Subsidiary, (f) restrictions on cash or conditions permit compliance with other deposits or net worth imposed by customers under contracts entered into in the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; ordinary course of business, (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ixg) any encumbrance Contractual Obligation related to any Indebtedness not prohibited by this Agreement, (h) any Contractual Obligation with respect to the disposition or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer distribution of any property or asset cash in joint ventures not otherwise prohibited by this Agreement and entered into in the ordinary course of business;, (i) any Contractual Obligation related to the sale, transfer or other disposition of a Subsidiary or property that is subject not prohibited by this Agreement; provided that such limitation applies only to a leasethat Subsidiary or property, license or similar contract or agreementas applicable, or the assignment or pending such sale, transfer of any lease, license or other contract or agreement; disposition or (Bj) pursuant any Contractual Obligation related to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements preferred Equity Interests issued by a Subsidiary of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred Equity Interests is not prohibited by Section 7.02 and the terms of such preferred Equity Interest do not expressly restrict the ability of such Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred Equity Interests prior to paying any such restrictions dividends or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or making any applicable rule, regulation or order, or required by any regulatory authorityother distributions on other Equity Interests).

Burdensome Agreements. Enter into, into or permit to exist, exist any Contractual Obligation that encumbers or restricts the ability of any Loan Party or any Subsidiary to (ai) pay dividends or make any Covenant Entity other distributions to make Restricted Payments any Loan Party on its Capital Stock or with respect to the holders of any other interest or participation in, or measured by, its Equity Interestsprofits, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (civ) any Covenant Entity to sell, lease or transfer any of its property Property to any other Covenant Entity that is Loan Party, (v) grant any Lien on any of its Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (di)-(vi) above: ) for (iA) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Loan Documents, (iiB) restrictions and conditions existing on the Closing Date any document or any extension, renewal, amendment, modification or replacement thereof, except instrument governing Indebtedness incurred pursuant to the extent any such amendment, modification or replacement expands the scope of Section 8.1(c); provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iiiC) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (D) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary or any assets Property permitted under Section 8.5 pending the consummation of such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (ivE) customary provisions restrictions on assignment contained in leases, licenses and other contracts restricting entered into in the assignment thereof; ordinary course of business with third parties and not for the purpose of circumventing any provision of this Agreement, (vF) any document or instrument governing any Permitted Securitization Transaction; provided that any such restriction relates only to the applicable Securitization Related Property actually sold, conveyed, pledged, encumbered or otherwise contributed pursuant to such Permitted Securitization Transaction, (G) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under this Agreement and applicable solely to such joint venture and the Capital Stock of such joint venture, (H) restrictions and conditions imposed by the terms of the documentation governing any agreement relating to secured Indebtedness of a Subsidiary that is not a Loan Party, which Indebtedness is permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); Agreement, provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed apply solely on to such Non non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ixI) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition or similar Investment, to the extent the relevant encumbrance or restriction: restriction (Ax) that restricts was not agreed to or adopted in a customary manner connection with, or in anticipation of, the subletting, assignment or transfer of any property or asset that is subject to a lease, license respective Permitted Acquisition or similar contract Investment and (y) does not apply to any Loan Party or agreementany Subsidiary, or the assignment or transfer properties of any leasesuch Person, license other than the Persons or other contract the properties acquired in such Permitted Acquisition or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authoritysimilar Investment.

Burdensome Agreements. Enter into, Create or permit otherwise cause to exist, exist or become effective any Contractual Obligation that encumbers consensual encumbrance or restricts restriction on the ability of any Restricted Subsidiary to: (a) pay dividends or make any Covenant Entity to make Restricted Payments to the holders of other distribution on its Equity Interests, Capital Stock or any other interest or participation in or measured by its profits; (b) pay any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances owed to the Borrower or any Covenant Entity that is a Loan Party, other Restricted Subsidiary; (c) make any Covenant Entity to Investment in the Borrower or any other Restricted Subsidiary; or (d) transfer any of its property properties or assets to the Borrower or any other Covenant Entity Restricted Subsidiary; provided, however, that is a Loan Party this Section 7.08 will not prohibit any encumbrance or restriction (d1) any Covenant Entity pursuant to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except an agreement in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing effect on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except and listed on Schedule 7.08; (2) with respect to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting not a Restricted Subsidiary of the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement Borrower on the date hereof to the extent such encumbrance or restriction applies only to is in existence at the property securing time such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity Restricted Subsidiary of the Borrower and is not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, but only so long as such encumbrance or restriction is not applicable to the Borrower or any Restricted Subsidiary or the properties or assets of the Borrower or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (but not 3) pursuant to any modification agreement of a Guarantor governing any Indebtedness permitted by Section 7.02(b) as to the assets financed with the proceeds of, or amendment expanding the scope as pledged as collateral for, such Indebtedness; (4) contained in any Acquired Indebtedness or other agreement of any Person or related to assets acquired by or merged into or consolidated with the Borrower or any Restricted Subsidiaries so long as such encumbrance or restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity the acquisition, merger or consolidation transaction; and (5) under any agreement that extends, renews, refinances or replaces the restriction agreements containing the encumbrances or condition does not apply to restrictions in the Borrower; foregoing clauses (vii1) restrictions through (4), or conditions in any Indebtedness permitted pursuant to Section 7.02 this clause (5), to the extent that the terms and conditions of any such restrictions encumbrance or conditions restriction are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents those under or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower agreement evidencing the Indebtedness so extended, renewed, refinanced or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityreplaced.

Burdensome Agreements. Enter intoPermit any of its Restricted Subsidiaries to, directly or permit indirectly, create or otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that encumbers consensual encumbrance or restricts consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any Covenant Entity to make Restricted Payments other distributions to the holders Borrower or any of its Equity Interests, Restricted Subsidiaries on its Capital Stock; or (ii) pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries; (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, of its Restricted Subsidiaries; (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any Liens on the Collateral of their respective properties or revenues, whether now owned or hereafter acquired, such Person for the benefit of the Secured Parties Lenders with respect to the Facilities and the Obligations or under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through ; or (d) abovesell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i1) contractual encumbrances or restrictions and conditions imposed under of the Borrower or any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing of its Restricted Subsidiaries in effect on the Closing Date or any extensionDate, renewal, amendment, modification or replacement thereof, except including pursuant to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any other Loan Documents, related Swap Contracts and Indebtedness permitted pursuant to Section 7.02 7.01(c); (2) the definitive documentation governing the Second Lien Facility or the Second Lien Term Facility Indebtedness and related Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in existence at the time of such acquisition (or at the time it merges with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (4), if a Person other than the Borrower or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by the Borrower or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (5) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; (6) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (7) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (8) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature discussed in clause (c) or conditions are no more restrictive than the restrictions and conditions (d) in the Loan Documents first paragraph of this Section 7.06 on the property so acquired; (9) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) or (d) in the first paragraph of this Section 7.06 on the property subject to such lease; (10) any encumbrance or restriction effected in connection with a Qualified Receivables Factoring or Qualified Receivables Financing that, in the good faith determination of the Borrower, are market terms at necessary or advisable to effect such Qualified Receivables Factoring or Qualified Receivables Financing, as applicable; (11) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the time of issuance Borrower or any Restricted Subsidiary that is Incurred subsequent to the Closing Date pursuant to Section 7.01, provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payments under this Agreement (as determined by the Borrower or a direct or indirect parent of the Borrower in good faith) or, or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party Lenders than the encumbrances and its Subsidiaries and are market terms at the time of issuance restrictions contained in this Agreement (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix12) any encumbrance or restriction: restriction contained in secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.01 and 7.02 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (A13) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that restricts do not, individually or in a customary manner the sublettingaggregate, assignment or transfer (x) detract from the value of any the property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements assets of the Borrower or any Restricted SubsidiarySubsidiary in any manner material to the Borrower or any Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments under this Agreement, in each case, as determined by the Borrower in good faith; (x14) any encumbrance customary provisions in joint venture agreements or restriction pursuant arrangements and other similar agreements or arrangements relating solely to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14applicable joint venture; and (xi15) any encumbrances or restrictions arising of the type referred to in Section 7.06(a), (b), (c) and (d) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or existing refinancings of the contracts, instruments or obligations referred to in the immediately preceding clauses (1) through (14) above; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.06, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary to other Indebtedness Incurred by reason of applicable Law the Borrower or any applicable rule, regulation such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or order, or required by any regulatory authorityadvances.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts restricts, in each case in any material respect, the ability of any such Person to (ai) pay dividends or make any Covenant Entity other Distributions to make Restricted Payments to the holders of any Loan Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (civ) with respect solely to Loan Parties, pledge its Property (other than Excluded Assets (as defined in the Security and Pledge Agreement)) pursuant to the Loan Documents or any Covenant Entity renewals, refinancings, exchanges, refundings or extension thereof or (v) with respect solely to transfer any of its property to any other Covenant Entity that is Loan Parties, act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (di)-(v) above: ) for (iA) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Loan Documents, (iiB) restrictions and conditions existing on the Closing Date any Permitted Lien or any extension, renewal, amendment, modification document or replacement thereof, except to the extent instrument governing any such amendment, modification or replacement expands the scope of Permitted Lien; provided that any such restriction contained therein relates only to the asset or condition; assets subject to such Permitted Lien, (iiiC) customary restrictions and conditions contained in agreements any agreement relating to the sale sale, lease, license or other Disposition of a Subsidiary any Property not prohibited by this Agreement pending the consummation of such sale, disposition or during the term of such lease or license, (D) agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby so long as it is not, in the Borrower’s good faith judgment, materially more restrictive or burdensome in respect of the foregoing activities than the Loan Documents (provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Collateral Documents or restrict any Loan Party in any manner from performing its obligations under the Loan Documents), (E) Indebtedness permitted hereby that is not governed by the laws of the United States or any assets pending such salestate or political subdivision thereof and that is incurred by any Subsidiary that is not a Loan Party, (F) customary restrictions on cash or other deposits (including escrowed funds) or net worth imposed under Contractual Obligations; provided that such restrictions and conditions encumbrances apply only to the such Loan Party or Subsidiary and to any Equity Interests in such Loan Party or assets that is or are to be sold and such sale is permitted hereunder; Subsidiary, (ivG) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement Contractual Obligation in effect at any the time any a Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition); provided that such agreement Contractual Obligation was not entered into in connection with or in contemplation of such Person becoming a Covenant Entity Subsidiary and the restriction any amendment, modification, refinancing, replacement, renewal or condition extension thereof that does not apply materially expand the scope of any such encumbrance or restriction taken as a whole, which encumbrance or restriction is not applicable to the Borrower;properties or assets of any Loan Party, other than the Subsidiary or the property or assets of the Subsidiary so acquired or (H) in respect of the matters referred to in clause (iv) above, any other exceptions set forth in Section 8.08(b). (viib) restrictions With respect solely to Loan Parties, enter into, or conditions permit to exist, any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its Property (other than any Excluded Assets (as defined in the Security and Pledge Agreement) in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness permitted incurred pursuant to Section 7.02 to the extent such restrictions 8.02(e) or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faithSection 8.02(j)(i); provided that any such restrictions restriction contained therein relates only to the asset or conditions permit compliance assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance asset or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is assets subject to a leasesuch Permitted Lien, license or similar contract or agreement(iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale, or the assignment or transfer of any lease, license or other contract disposition of any Property not prohibited by this Agreement, pending the consummation of such sale, disposition or agreement; during the term of such lease or license and (Biv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance connection with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason formation of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityentities consistent with past practices.

Burdensome Agreements. Enter into, or permit to exist, into any material Contractual Obligation (other than this Agreement or any other Loan Document) that encumbers or restricts (x) limits the ability (i) of (a) any Covenant Entity Restricted Subsidiary to make Restricted Payments to the holders of its Equity InterestsBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (bii) of any Covenant Entity Restricted Subsidiary to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to (iii) of the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Restricted Subsidiary to create, incur, assume or suffer to exist Liens on Collateral of such Person to secure the Obligations; or (y) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted on the Collateral to secure the Obligations, other than any Lien upon any of their respective properties such limitation existing under or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses by reason of: (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentationapplicable Law; (iib) restrictions amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of Contractual Obligations described in clause (x)(i) in the lead-in to this Section 7.09 and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except after giving effect to the extent Combination; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings of any security, agreement, instrument or other undertaking evidencing any such amendmentContractual Obligation are no more restrictive, modification taken as a whole, with respect to such limitations than those contained in such security, agreement, instrument or replacement expands other undertaking as it existed on the scope of any such restriction or conditionClosing Date; (iiic) amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of Contractual Obligations (other than those described in clause (x)(i) in the lead-in to this Section 7.09) existing on the Closing Date after giving effect to the Combination and listed on Schedule 7.09; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings of any security, agreement, instrument or other undertaking evidencing any such Contractual Obligation are no more restrictive, taken as a whole, with respect to such limitations than those contained in such security, agreement, instrument or other undertaking as it existed on the Closing Date; (d) without limiting the requirements of Section 6.12, any Contractual Obligation (i) governing property existing at the time of the acquisition thereof, so long as the limitation relates only to the property so acquired or (ii) of any Restricted Subsidiary existing at the time such Restricted Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Restricted Subsidiary of the Borrower, or otherwise became a Restricted Subsidiary of the Borrower in each case not created in contemplation of such acquisition, merger or consolidation, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such Contractual Obligations; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such limitations than those contained in such Contractual Obligations at the time of such acquisition, merger or consolidation; (e) customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business; (f) restrictions and conditions contained on cash or other deposits or net worth imposed by customers under contracts entered into in agreements relating the ordinary course of business; (g) without limiting the requirements of Section 6.12, any Contractual Obligation related to any Indebtedness not prohibited by this Agreement; (h) any Contractual Obligation related to the sale sale, transfer or other disposition of a Restricted Subsidiary or any assets pending such saleproperty that is not prohibited by this Agreement; provided that such restrictions and conditions apply limitation applies only to the that Restricted Subsidiary or assets that is property, as applicable, pending such sale, transfer or are to be sold and such sale is permitted hereunderother disposition; (ivi) customary provisions in leases, licenses and other contracts restricting the assignment thereofPermitted Liens; (vj) restrictions imposed by any agreement relating Contractual Obligation with respect to secured Indebtedness permitted the disposition or distribution of property or cash in joint ventures not otherwise prohibited by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not and entered into in contemplation the ordinary course of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower;business; or (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ixk) any encumbrance or restriction: (A) that restricts in Contractual Obligation related to preferred Equity Interests issued by a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements Restricted Subsidiary of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred Equity Interests is not prohibited by Section 7.02 and the terms of such preferred Equity Interest do not expressly restrict the ability of such Restricted Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred Equity Interests prior to paying any such restrictions dividends or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or making any applicable rule, regulation or order, or required by any regulatory authorityother distributions on other Equity Interests).

Burdensome Agreements. Enter No Company shall enter into, incur or permit to existexist any agreement or other arrangement (other than this Agreement or any other Loan Paper) that prohibits, restricts or imposes any Contractual Obligation that encumbers or restricts condition upon (a) the ability of (a) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Company to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Parties any Restricted Company to pay dividends or other Distributions with respect to the Obligations under the Loan Documentsany shares of its capital stock to Borrower or any Guarantor, to otherwise transfer property or assets to Borrower or any Guarantor, to make or repay loans or advances to Borrower or any other Guarantor, or any renewalsto Guarantee the Debt of Borrower; provided, refinancings, exchanges, refundings or extension thereof, except in respect of any of that (i) the matters referred to in foregoing clauses (a) through and (db) above: (i) shall not apply to restrictions and conditions (A) imposed by Law, the Loan Papers, the Senior Subordinated Indenture, or other Subordinated Debt issued after the Closing Date, so long as (1) such restrictions do not prevent, impede or impair (I) the creation of Liens and Guarantees in favor of Lenders under any the Loan Document Papers or (II) the satisfaction of the obligations of Borrower and Guarantors under the Loan Papers, and (2) Subordinated Debt (other than Subordinated Debt that contains terms and provisions no more restrictive than the terms and provisions of the Senior Subordinated Indenture Documentation; (ii) restrictions and conditions existing on as of the Closing Date or any and provides that references to this Agreement therein shall provide for the renewal, extension, renewalamendment or modification of this Agreement from time to time) issued after the Closing Date contains terms and provisions acceptable to Administrative Agent, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iiiB) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary, so long as the sale of such Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; pursuant to this Agreement, and (ivC) contained in agreements set forth on Schedule 10.16; and (ii) the foregoing clause (a) shall not apply to customary provisions in leases, licenses leases and other contracts agreements restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.

Burdensome Agreements. (a) Enter into, or permit to exist, any Contractual Obligation (except for this Agreement, the other Loan Documents and the Senior Credit Agreement (including the “Loan Documents” defined therein)) that encumbers or restricts the ability of any such Person to (ai) any Covenant Entity to act as a Loan Party; (ii) make Restricted Payments to the holders of its Equity Interestsany Loan Party, (biii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty any Loan Party or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or (iv) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (dv) any Covenant Entity to create, incur, assume or suffer to exist create any Lien upon any of their respective properties or revenuesassets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) orexcept, in the case of clause (a)(v) only, for any document or instrument governing Indebtedness secured by Permitted Liens, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Liens. (b) Clause (a) of this Section 7.09 shall not prohibit (i) any Non Loan Partysuch encumbrance or restriction existing under or by reason of Applicable Law, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms (ii) Permitted Liens, (iii) any Contractual Obligation (A) governing property existing at the time of issuance the acquisition thereof, so long as the limitation relates only to the property so acquired or (as determined by B) of any Subsidiary existing at the time such Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower in good faith)each case not created in contemplation of such acquisition, merger or consolidation, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such Contractual Obligations; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such limitations than those contained in such Contractual Obligations, (iv) customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business, (v) any such Contractual Obligation restricting any mutual fund or investment fund managed or advised by a Subsidiary, (vi) restrictions on cash or conditions permit compliance with other deposits or net worth imposed by customers under contracts entered into in the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; ordinary course of business, (vii) any Contractual Obligation related to any Indebtedness not prohibited by this Agreement, (viii) encumbrances any Contractual Obligation with respect to the disposition or distribution of property or cash in joint ventures not otherwise prohibited by this Agreement and restrictions under entered into in the Organization Documents ordinary course of JV Entities; business, (ix) any encumbrance Contractual Obligation related to the sale, transfer or restriction: (A) that restricts in other disposition of a customary manner the subletting, assignment Subsidiary or transfer of any property or asset that is subject not prohibited by this Agreement; provided that such limitation applies only to a leasethat Subsidiary or property, license or similar contract or agreementas applicable, or the assignment or pending such sale, transfer of any lease, license or other contract or agreement; disposition or (Bx) pursuant any Contractual Obligation related to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements preferred Equity Interests issued by a Subsidiary of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred Equity Interests is not prohibited by Section 7.02 and the terms of such preferred Equity Interest do not expressly restrict the ability of such Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred Equity Interests prior to paying any such restrictions dividends or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or making any applicable rule, regulation or order, or required by any regulatory authorityother distributions on other Equity Interests).

Burdensome Agreements. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of any such Person to (a) pay dividends or make any Covenant Entity other distributions to make Restricted Payments to the holders of any Credit Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar any Credit Agreement or Party, (c) make loans or advances to the Borrower or any Covenant Entity that is a Loan Credit Party, (cd) any Covenant Entity to sell, lease or transfer any of its property to any other Covenant Entity that is a Loan Party or Credit Party, (de) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pledge its property pursuant to the Obligations under the Loan Documents, Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (f) act as a Credit Party pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extensions thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(e) above: ) for (i) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Credit Documents, (ii) restrictions and conditions existing on the Closing Date any document or any extension, renewal, amendment, modification or replacement thereof, except instrument governing Indebtedness incurred pursuant to the extent any such amendment, modification or replacement expands the scope of Section 8.1(e); provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary or any assets property permitted under Section 8.8 pending the consummation of such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; , (ivv) customary provisions restrictions in leases, licenses leases and other contracts otherwise permitted hereby (or not prohibited hereby) restricting the assignment assignment, subletting or other transfer thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; , (vi) any restrictions or conditions set forth in any agreement contractual obligation in effect at any time any Person becomes a Covenant Entity Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); , provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower; Borrower or any other Subsidiary and (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement shareholders agreements, joint venture agreements of and other similar agreements relating to joint ventures and applicable solely to such joint venture and the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityEquity Interests issued thereby.

Burdensome Agreements. Enter into, or permit to exist, into any Contractual Obligation that encumbers (other than this Agreement or restricts the ability of any other Loan Document) that: (a) limits the ability (i) of any Covenant Entity Credit Party to make Restricted Payments to the holders of its Equity Interestsany Loan Party or to otherwise transfer property to any Loan Party, (bii) of any Covenant Entity Credit Party to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (diii) of any Covenant Entity Credit Party to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that: (A) clauses (i), (ii) or (iii) shall not prohibit (I) any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties provisions with respect to distributions or the Obligations under disposition of assets or property of a Joint Venture Entity contained in any limited liability company, operating, partnership, shareholder or other similar agreements related to such Joint Venture Entity, to the Loan Documentsextent entered into in the ordinary course of business to develop, own, operate, or manage business operations permitted hereunder with other equity investors in such Joint Venture Entities that are no more restrictive, taken as a whole, than any renewals, refinancings, exchanges, refundings or extension thereof, except such agreements in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing effect on the Closing Date or (II) any extensionrestrictions or encumbrances as set forth in the terms of any Indebtedness in effect of the Closing Date (or any Indebtedness after the Closing Date permitted hereunder) and any amendments, renewalmodifications, amendmentrestatements, modification renewals, extensions, supplements, refundings, replacements or replacement refinancings thereof; provided that the restrictions and encumbrances in any such Indebtedness after the Closing Date permitted hereunder or any such amendments, except modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the Closing Date; and (B) clause (iii) shall not prohibit any negative pledge incurred or provided in favor of (I) any holder of Indebtedness permitted to be incurred under Section 7.03(e) solely to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating negative pledge relates to the sale property financed by or the subject of such Indebtedness, or (II) any holder of Indebtedness of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are Hospital Entity permitted to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting incurred under the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by terms of this Agreement solely to the extent any such restriction applies only negative pledge relates to the property securing financed by or the subject of such Indebtedness;Indebtedness or the Equity Interests of such Hospital Entity or (II) any of the Senior Unsecured Notes pursuant to the Senior Unsecured Note Documents; or (vib) restrictions or conditions set forth in contains covenants binding on any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any Loan Party which such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions covenants are no more restrictive than the restrictions provisions of Articles VI and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) VII; or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viiic) encumbrances and restrictions under requires the Organization Documents grant of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer Lien to secure an obligation of any property or asset that such Person if a Lien is subject granted to a lease, license or similar contract or agreement, or the assignment or transfer secure another obligation of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityPerson.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Covenant Entity Restricted Subsidiary to make Restricted Payments to the holders of its Equity Interestsany Restricted Subsidiary, (b) any Covenant Entity Restricted Subsidiary to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower hereunder and under the Nexstar Credit Agreement Loan Documents or make loans or advances to the Borrower or any Covenant Entity of its Restricted Subsidiaries that is a Loan Party, (c) any Covenant Entity Restricted Subsidiary to transfer any of its property to the Borrower or any other Covenant Entity of its Restricted Subsidiaries that is a Loan Party or Party, (d) the Borrower or any Covenant Entity Restricted Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (e) any Loan Party or Subsidiary of a Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (dc) above: (i) restrictions and conditions imposed under any Loan Document and the Senior Secured Notes Indenture Documentation; (ii) restrictions and conditions existing on the Closing Initial Draw Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any the time any Person becomes a Covenant Entity Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the BorrowerBorrower or any other Restricted Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Non-Loan Party, are imposed solely on such Non Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance encumbrances or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.;

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation (including under any Material Contract) that encumbers or restricts (or has the effect of restricting) or limits the ability of any such Person (including in the case of a default thereunder or a termination thereof) to (a) any Covenant Entity to make Restricted Payments to the holders of its Equity Interestsany Note Party, (b) pay any Covenant Entity Indebtedness or other obligations owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Note Party, (c) make loans or advances to the Borrower or any Covenant Entity that is a Loan Note Party, (cd) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or Note Party, (de) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenuespledge its property, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or could reasonably be expected to interfere with the Loan DocumentsCollateral Agent’s or any Purchaser’s right to sell, assign, license out, convey, transfer or grant options to purchase such property (if applicable), or (f) act as a Note Party pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (df) above: ) for (i) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Note Documents, (ii) restrictions and conditions existing on the Closing Date any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(e), renewalprovided, amendmentthat, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary any property permitted under Section 8.05 pending the consummation of such sale, (v) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any Permitted License or any assets pending such sale; provided that such restrictions and conditions apply only to agreement entered into in the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; ordinary course of business, (ivvi) customary provisions in leases, licenses joint venture agreements and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured similar agreements applicable to, and agreements evidencing Indebtedness of, Joint Ventures permitted by this Agreement under Section 8.02 and applicable solely to the extent assets of such restriction applies only to Joint Venture and the property securing Equity Interests in such Indebtedness; Joint Venture, so long as such provisions and restrictions remain in effect, (vivii) restrictions or conditions set forth encumbrances in any agreement in effect at any the time any Person becomes a Covenant Entity Subsidiary that is not a Wholly-Owned Subsidiary, so long as (but not any modification or amendment expanding the scope of any such restriction or condition); provided that x) such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; Subsidiary, (viiy) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions encumbrances do not extend beyond such Subsidiary or its assets, and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faithz) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with encumbrances only exist for so long as such Subsidiary is not required to become a Note Party pursuant to the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; terms hereof, (viii) encumbrances [reserved], and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority[reserved].

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Non-Loan Party, are imposed solely on such Non Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.

Burdensome Agreements. Enter intoExcept as provided in the following sentence, each Loan Party will not, and each Loan Party will not permit any of its Subsidiaries to, create or permit otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that encumbers consensual encumbrance or restricts restriction of any kind in any case on the ability of any Subsidiary of any Loan Party to: (aA) any Covenant Entity to pay or make Restricted Payments to the holders of its Equity Interests, any Loan Party; (bB) pay any Covenant Entity Indebtedness owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party; (C) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, ; or (cD) any Covenant Entity to transfer any of its property or assets to any other Covenant Entity that is a Loan Party. Notwithstanding the immediately prior sentence, each Loan Party or (d) any Covenant Entity to and each of the Loan Parties’ Subsidiaries may create, incur, assume cause or suffer to exist or become effective any Lien upon any of their respective properties such consensual encumbrance or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under restriction provided by (a) the Loan Documents, (b) the Treximet Indenture and the 2015 Indenture (each as in effect on the Closing Date), (c) the 2017 Indenture and any agreement entered into to refinance all or any renewalspart of the 2017 Notes (but only to the extent the consensual encumbrances or restrictions contained therein that limit the actions described in (A) – (D) above are no more restrictive with respect to such actions than the 2017 Indenture if less than all of the 2017 Notes will be refinanced), refinancings(d) the ABL Loan Documents, exchanges, refundings (e) any instrument governing Indebtedness or extension thereof, except in respect Equity Interests of a Person acquired by any Loan Party or any of the matters referred Loan Parties’ Subsidiaries as in effect at the time of (and not in anticipation of) such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and/or any of its Subsidiaries, or the property or assets of the Person and/or any of its Subsidiaries, so acquired, (f) any instrument governing Indebtedness incurred in connection with a Permitted Acquisition, (g)(x) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the Ordinary Course of Business, (y) net worth provisions in leases and other agreements and (z) provisions restricting cash or other deposits in agreements entered into by each Loan Party or any Subsidiary of such Loan Party in the Ordinary Course of Business, (h) mortgage financings, purchase money obligations and Capital Lease Obligations that impose restrictions on the property owned or leased, (i) any agreement for the sale or other disposition permitted by this Agreement of the Equity Interests or all or substantially all of the property and assets of a Subsidiary of any Loan Party that restricts distributions by that Subsidiary pending its sale or other disposition, (j) Permitted Liens, (k) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the Ordinary Course of Business, (l) customary encumbrances or restrictions contained in agreements in connection with Hedge Agreements or Bank Product Obligations permitted under this Agreement, (m) customary provisions contained in leases or licenses of Intellectual Property and other agreements, in each case, entered into in the Ordinary Course of Business, or (n) any consensual encumbrance or restriction of any kind existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in the foregoing clauses (a) through (dm), or in this clause (n) above: (i) restrictions provided that the terms and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such consensual encumbrance or restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided kind that such agreement was not entered into limit the actions described in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (viiA) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions – (D) above are no more restrictive than the restrictions and conditions in the Loan Documents those under or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower agreement so extended, renewed, refinanced, replaced, amended, modified, restated or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authoritysupplemented).

Burdensome Agreements. Enter The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to (ai) any Covenant Entity to make Restricted Payments dividends or distributions to the holders of its Equity InterestsCompany, (bii) pay any Covenant Entity Debt or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or Company, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan PartyCompany, (civ) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party the Company or (db) any Covenant Entity to create, incur, assume encumbers or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for restricts the benefit ability of the Secured Parties with respect Company or such Material Subsidiary to pledge its property pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof (other than pursuant to the Intercreditor Agreement), except except, in respect of each case, those (1) existing under (x) the Loan Documents and any of the matters referred to other agreement in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing effect on the Closing Date and (y) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement), and in each case any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any extension, renewal, amendment, modification Material Subsidiary existing at the time of such acquisition and not incurred in connection with or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the restriction encumbrances or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or conditions refinancings are no not materially more restrictive restrictive, taken as a whole, than the restrictions and conditions those in the Loan Documents or are market terms effect at the time of issuance the acquisition, (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A4) that restricts restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or contract or similar contract property or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to assetare customary provisions restricting dispositions the subletting or assignment thereof, (5) existing by virtue of real any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property interests set forth in any reciprocal easement agreements or assets of the Borrower Company or any Restricted Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary; , (x7) existing under, by reason of or with respect to any encumbrance agreement for the sale or restriction other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Swap ContractsSection 8.06.8.06; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi11) encumbrances or restrictions arising contained in the documents governing any Debt or existing other instrument or agreement entered into after the Closing Date that, as determined by reason of applicable Law or any applicable rulethe Borrower, regulation or order, or required by any regulatory authoritywill not materially adversely affect the Borrower’s ability to make payments on the Loans.

Burdensome Agreements. Enter into, or permit to exist, into any material Contractual Obligation that encumbers or restricts limits the ability of (a) any Covenant Entity Subsidiary to make Restricted Payments to the holders of its Equity Interestsa Loan Party (unless such Restricted Payment may be made to another Loan Party) or otherwise to transfer property to a Loan Party (unless such property may be transferred to another Loan Party), other than any such limitation existing under or by reason of: (a) applicable Law; (b) any Covenant Entity to enter into a Guaranty amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or otherwise Guarantee refinancings of Contractual Obligations existing on the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances Funding Date after giving effect to the Borrower Simplification Transaction; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings of any Covenant Entity that is security, agreement, instrument or other undertaking evidencing any such Contractual Obligation are no more restrictive, taken as a Loan Partywhole, with respect to such limitations than those contained in such security, agreement, instrument or other undertaking as it existed on the Funding Date; (c) any Covenant Entity Contractual Obligation (i) governing property existing at the time of the acquisition thereof, so long as the limitation relates only to transfer the property so acquired or (ii) of any Subsidiary existing at the time such Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Subsidiary of its property the Borrower, or otherwise became a Subsidiary of the Borrower in each case not created in contemplation of such acquisition, merger or consolidation, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such Contractual Obligations; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to any other Covenant Entity that is a Loan Party or such limitations than those contained in such Contractual Obligations; (d) customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business; (e) customary limitations on a Receivables Entity pursuant to a Permitted Receivables Financing; (f) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (g) any Covenant Entity Contractual Obligation related to createany Indebtedness not prohibited by this Agreement; (h) any Contractual Obligation related to the sale, incurtransfer or other disposition of a Subsidiary or property that is not prohibited by this Agreement; provided that such limitation applies only to that Subsidiary or property, assume as applicable, pending such sale, transfer or suffer to exist other disposition; (i) Permitted Liens; (j) any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties Contractual Obligation with respect to the Obligations under the Loan Documents, disposition or any renewals, refinancings, exchanges, refundings distribution of property or extension thereof, except cash in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted joint ventures not otherwise prohibited by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not and entered into in contemplation the ordinary course of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower;business; or (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ixk) any encumbrance or restriction: (A) that restricts in Contractual Obligation related to preferred Equity Interests issued by a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements Subsidiary of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred Equity Interests is not prohibited by Section 7.02 and the terms of such preferred Equity Interest do not expressly restrict the ability of such Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred Equity Interests prior to paying any such restrictions dividends or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or making any applicable rule, regulation or order, or required by any regulatory authorityother distributions on other Equity Interests).

Burdensome Agreements. Enter No Company shall enter into, incur or permit to existexist any agreement or other arrangement (other than this Agreement or any other Loan Paper) that prohibits, restricts or imposes any Contractual Obligation that encumbers or restricts condition upon (a) the ability of (a) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Company to create, incur, assume incur or suffer permit to exist any Lien upon any of their respective properties its property or revenuesassets, whether now owned or hereafter acquired, for (b) the benefit ability of the Secured Parties any Restricted Company to pay dividends or other Distributions with respect to the Obligations under the Loan Documentsany shares of its capital stock to Borrower or any Guarantor, to otherwise transfer property or assets to Borrower or any Guarantor, to make or repay loans or advances to Borrower or any other Guarantor, or any renewalsto Guarantee the Debt of Borrower; provided, refinancings, exchanges, refundings or extension thereof, except in respect of any of that (i) the matters referred to in foregoing clauses (a) through and (db) above: (i) shall not apply to restrictions and conditions (A) imposed by Law, the Loan Papers, the Senior Subordinated Debt Indentures, or other Subordinated Debt issued after the Closing Date, so long as (1) such restrictions do not prevent, impede or impair (I) the creation of Liens and Guarantees in favor of Lenders under any the Loan Document Papers or (II) the satisfaction of the obligations of Borrower and Guarantors under the Indenture Documentation; Loan Papers, and (ii2) restrictions Subordinated Debt (other than Subordinated Debt that contains terms and conditions existing on provisions no more restrictive than the terms and provisions of the Senior Subordinated Debt Indentures as of the Closing Date or any and provides that references to this Agreement therein shall provide for the renewal, extension, renewalamendment or modification of this Agreement from time to time) issued after the Closing Date contains terms and provisions acceptable to Administrative Agent, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iiiB) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary, so long as the sale of such Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; pursuant to this Agreement, and (ivC) contained in agreements set forth on Schedule 9.16; and (ii) the foregoing clause (a) shall not apply to customary provisions in leases, licenses leases and other contracts agreements restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.

Burdensome Agreements. Enter into, Neither Holdings nor any of its Subsidiaries shall enter into any contractual obligation (other than this Agreement or permit to exist, any Contractual Obligation other Loan Document) that encumbers or restricts materially limits the ability of (a) of any Covenant Entity Subsidiary of Holdings to make Restricted Payments to the holders of its Equity InterestsHoldings, or to otherwise transfer property to Holdings, (b) of any Covenant Entity Subsidiary of Holdings to enter into a Guaranty or otherwise Guarantee guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement Holdings, or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) of Holdings or any Covenant Entity to transfer any Subsidiary of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Holdings to create, incur, assume or suffer to exist Liens on property of such person, in each case, other than: (i) encumbrances or restrictions contained in, or existing by reason of, any Lien upon agreement or instrument existing on the date hereof; (ii) encumbrances or restrictions contained in, or existing by reason of, any of their respective properties agreement or revenues, whether now owned or hereafter acquired, for instrument relating to property existing at the benefit time of the Secured Parties with respect acquisition thereof, so long as such encumbrances or restrictions relate only to the Obligations under the Loan Documentsproperty so acquired; (iii) encumbrances or restrictions contained in, or existing by reason of, any agreement or instrument relating to any debt of, or otherwise to, any Subsidiary of Holdings at the time such Subsidiary was merged or consolidated with or into, or acquired by, Holdings or a Subsidiary of Holdings or became a Subsidiary of Holdings and not created in contemplation thereof; (iv) encumbrances or restrictions contained in, or existing by reason of, any agreement or instrument effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, exchanges, refundings refunds or extension thereof, except in respect replacements) of any of the matters debt issued under an agreement referred to in clauses (ai) through (diii) above: (i) , so long as the encumbrances and restrictions and conditions imposed under contained in any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any such renewal, extension, renewalrefinancing, amendment, modification refund or replacement thereofagreement, except to the extent any such amendmenttaken as a whole, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no materially more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under contained in the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or original agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth as determined in any reciprocal easement agreements of the Borrower or any Restricted Subsidiarygood faith by Holdings; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ai) any Covenant Entity to make Restricted Payments to the holders of its Equity Interestsany Note Party, (bii) pay any Covenant Entity Indebtedness or other obligations owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Note Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Note Party, (civ) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party Note Party, (v) pledge its property pursuant to the Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (dvi) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect act as a Note Party pursuant to the Obligations under the Loan Documents, Note Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (ai) through (dvi) above: ) for (i1) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Note Documents, (ii2) restrictions and conditions existing on the Closing Date any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(e), renewalprovided, amendmentthat, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary any property permitted under Section 8.05 pending the consummation of such sale, (5) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any Permitted License or any assets pending such sale; provided that such restrictions and conditions apply only to agreement entered into in the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; ordinary course of business, (iv6) customary provisions in leases, licenses joint venture agreements and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured similar agreements applicable to, and agreements evidencing Indebtedness of, Joint Ventures permitted by this Agreement under Section 8.02 and applicable solely to the extent assets of such restriction applies only to Joint Venture and the property securing Equity Interests in such Indebtedness; Joint Venture, so long as such provisions and restrictions remain in effect, (vi7) restrictions or conditions set forth encumbrances in any agreement in effect at any the time any Person becomes a Covenant Entity Subsidiary that is not a Wholly-Owned Subsidiary, so long as (but not any modification or amendment expanding the scope of any such restriction or condition); provided that x) such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; Subsidiary, (viiy) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions encumbrances do not extend beyond such Subsidiary or its assets, and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faithz) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with encumbrances only exist for so long as such Subsidiary is not required to \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 become a Note Party pursuant to the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; terms hereof or (viii8) restrictions of the type described in clause (iv) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) above in any encumbrance or restriction: (A) agreement evidencing Permitted Convertible Bond Indebtedness that restricts in a customary manner the subletting, assignment merger or transfer of any property or asset that is subject to a lease, license or similar contract or agreementconsolidation of, or the assignment sale of all or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements substantially all of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with assets of, the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityParent.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (ai) pay dividends or make any Covenant Entity other distributions to make Restricted Payments any Credit Party on its Capital Stock or with respect to the holders of any other interest or participation in, or measured by, its Equity Interestsprofits, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar any Credit Agreement or Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Credit Party, (civ) any Covenant Entity to sell, lease or transfer any of its property Property to any other Covenant Entity that is a Loan Credit Party or (dv) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect act as a Credit Party pursuant to the Obligations under the Loan Documents, Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (di)-(iv) above: ) for (i1) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Credit Documents, (ii2) restrictions and conditions existing on the Closing Date any Permitted Lien or any extensiondocument or instrument governing any Permitted Lien, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets subject to such Permitted Lien or (iii3) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary any Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into any Contractual Obligation that prohibits or otherwise restricts the sale of any Borrowing Base Property or that prohibits or otherwise restricts the existence of any Lien upon any Borrowing Base Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Borrowing Base Property is given as security for the Obligations, except (i) in connection with any Permitted Lien or any assets pending such sale; document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (ii) pursuant to customary restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions contained in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured the sale of any Borrowing Base Property permitted pursuant to the terms of this Agreement, pending the consummation of such sale. (c) None of the Credit Parties shall, at any time, pledge or otherwise encumber (except in connection herewith or with any of the Credit Documents) any income derived from any of the Borrowing Base Properties contributing to the calculation of Borrowing Base (until removal of such Borrowing Base Properties from the Borrowing Base in accordance with Section 8.05. (d) The REIT Guarantor shall not, at any time, contract, create, incur, assume or permit to exist any Lien on its ownership interests in the Borrower or on the income derived therefrom (except to the extent such Liens arise in connection with the Credit Documents). (e) Permit or cause any Excluded Entity to enter into any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness permitted by this Agreement or other obligation owed to any Credit Party, in each case except to the extent such restriction applies only to the property securing is an express requirement of a third party creditor in connection with a financing arrangement with such Indebtedness; (vi) restrictions Credit Party or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityExcluded Entity.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation binding on the Borrower or any Subsidiary that (a) encumbers or restricts the ability of (ai) any Covenant Entity such Person to make Restricted Payments to the holders of its Equity InterestsBorrower or any Subsidiary, (bii) such Person to pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty the Borrower or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Subsidiary, (iii) such Person to make loans or advances to the Borrower or any Covenant Entity that is a Loan PartySubsidiary, (civ) any Covenant Entity such Person to transfer any of its property to the Borrower or any other Covenant Entity that is a Loan Party or Subsidiary, (dv) any Covenant Entity the Borrower to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pledge its property pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, (vi) any Portfolio Company to pledge its property pursuant to the Intercompany Debt Documents to which it is a party or any renewals, refinancings, exchanges, refundings or extension thereof, (vii) the Borrower to act as the Borrower pursuant to, and perform its obligations under, the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or (viii) any Portfolio Company to act as the borrower pursuant to, and perform its obligations under, the Intercompany Debt Documents to which it is a party or any renewals, refinancings, exchanges, refundings or extension thereof except (in respect of any of the matters referred to in clauses (ai)‑(iv) through and (dvi) above: ) for (i1) this Agreement and the other Loan Documents, (2) restrictions provided for under Qualified Intercompany Debt Documents and conditions imposed under documentation applicable to Outside Companies governing Outside Debt, (3) any Loan Document document or instrument governing capital leases and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extensionpurchase money Indebtedness incurred pursuant to Section 7.03(e), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii4) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (5) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary or any assets property permitted under Section 7.05 pending the consummation of such sale; provided sale and that such restrictions and conditions apply only to the Subsidiary or assets that is or are property to be sold and such sale is permitted hereunder; sold, or (iv6) customary provisions in leases, licenses leases and other contracts restricting the assignment thereof; , or (vb) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to requires the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope grant of any security for any obligation if such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and property is given as security for the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityObligations.

Burdensome Agreements. Enter into, (a) Create or permit otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that encumbers consensual encumbrance or restricts consensual restriction on the ability of any Subsidiary to: (ai) pay dividends or make any Covenant Entity to make Restricted Payments other distributions to the holders Company or any of its Equity InterestsSubsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits; (bii) pay any Covenant Entity Indebtedness owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or Company; (iii) make any loans or advances to the Borrower Company; or (iv) sell, lease or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect assets to the Obligations Company. (b) However, the foregoing restrictions shall not apply to encumbrances or restrictions existing under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) aboveby reason of: (i) any agreements in effect or entered into on the date of this Agreement, including agreements governing existing Indebtedness as in effect on the date of this Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions and conditions imposed under any Loan Document and than those contained in the Indenture Documentationagreements governing such Indebtedness as in effect on the date of this Agreement; (ii) restrictions this Agreement and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or conditionother Loan Documents; (iii) customary restrictions applicable law and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order; (iv) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (v) purchase money obligations that impose restrictions of the nature described in clause (iv) above on the property so acquired; (vi) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition thereof; (vii) any agreement or other instrument of a Person acquired by the Company or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or required the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (viii) Liens that limit the right of Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien; (ix) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements; (x) Permitted Refinancing Debt, provided that the restrictions subject to the limitations of this provision and contained in the agreements governing such Permitted Refinancing Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (xi) any such encumbrance or restriction with respect to any Foreign Subsidiary pursuant to an agreement governing Indebtedness incurred by such Foreign Subsidiary, either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Borrowers’ ability to make the principal or interest payments on the Revolving Loans or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; and (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business. Nothing contained in this Section 7.08 shall prevent the Borrowers or any regulatory authoritySubsidiary from creating, incurring or suffering to exist any Permitted Lien.

Burdensome Agreements. Enter intoThe Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or permit indirectly, create or otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that encumbers consensual encumbrance or restricts consensual restriction on the ability of any such Restricted Subsidiary to: (1) (a) pay dividends or make any Covenant Entity to make Restricted Payments other distributions to the holders Borrower or any of its Equity InterestsRestricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Covenant Entity Indebtedness owed to enter into a Guaranty the Borrower or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Restricted Subsidiary; (2) make loans or advances to the Borrower or any Covenant Entity that is a Loan PartyRestricted Subsidiary; or (3) sell, (c) any Covenant Entity to lease or transfer any of its property properties or assets to the Borrower or any Restricted Subsidiary; except (in each case) for such encumbrances or restrictions existing under or by reason of: (a) contractual encumbrances or restrictions (i) in effect on the Closing Date or in the Senior Notes Indenture or (ii) if not in effect on the Closing Date, in any other Covenant Entity agreement governing Indebtedness permitted hereunder; provided that is the provisions relating to restrictions of the type described in clauses (1) through (3) above contained in such agreement, taken as a whole, are not materially more restrictive than the provisions contained in the Loan Party Documents or the Senior Notes Indenture, in each case as in effect when initially executed; (b) the Loan Documents and related Hedging Obligations; (c) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of the nature described in clause (3) above on the property so acquired or leased; (d) applicable law or any Covenant Entity applicable rule, regulation or order; (e) any agreement or other instrument of a Person (including an Unrestricted Subsidiary that becomes a Restricted Subsidiary) acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to createany Person, incur, assume or suffer to exist any Lien upon any of their respective the properties or revenuesassets of any Person, whether now owned other than the Person and its Subsidiaries, or hereafter the property or assets of the Person and its Subsidiaries, so acquired, ; (f) contracts for the benefit sale of the Secured Parties assets (including Capital Stock of a Subsidiary), including customary restrictions with respect to a Subsidiary of the Borrower, that impose restrictions solely on the assets to be sold; (g) Secured Indebtedness otherwise permitted to be incurred under Sections 7.01 and 7.02 that limit the right of the debtor to dispose of the assets securing such Indebtedness or places any restriction on the Borrower’s or its Restricted Subsidiaries’ use of the assets securing such Indebtedness; (h) restrictions on cash or other deposits or net worth imposed by customers, suppliers, utilities or landlords or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (i) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Closing Date under Section 7.02; (j) customary provisions limiting the disposition or distribution of assets or property in partnership and joint venture agreements or arrangements, operating agreements, stock sale agreements, sale and leaseback agreements and other similar agreements or arrangements (including agreements entered into in connection with a Restricted Investment) entered into in the ordinary course of business or which limitation is applicable only to the assets that are the subject of such agreements; (k) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business; (l) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Receivables Facility; provided that such restrictions apply only to the applicable Receivables Subsidiary; (m) other encumbrances and restrictions in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Restricted Subsidiary thereof in any manner material to the Borrower or any Restricted Subsidiary thereof; (n) any other agreement or instrument governing any Indebtedness, Disqualified Stock, or Preferred Stock permitted to be incurred or issued pursuant to Section 7.02 entered into after the Closing Date that contains encumbrances and other restrictions that either (x) are no more restrictive in any material respect taken as a whole with respect to any Restricted Subsidiary than (i) the restrictions contained in this Agreement as of the Closing Date or (ii) those encumbrances and other restrictions that are in effect on the Closing Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Closing Date, (y) are not materially more disadvantageous, taken as a whole, to the Lenders than is customary in comparable financings for similarly situated borrowers or (z) will not otherwise materially impair the Borrower’s ability to make payments on the Obligations under when due, in each case in the Loan Documentsgood faith judgment of the Borrower; and (o) any encumbrances or restrictions of the type referred to in clauses (1), or (2) and (3) above imposed by any amendments, modifications, restatements, renewals, refinancingsincreases, exchangessupplements, refundings refundings, replacements or extension thereof, except in respect of any refinancings of the matters contracts, instruments or obligations referred to in clauses (a) through (dn) above: ; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.08, (i) restrictions the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date subordination of loans or any extension, renewal, amendment, modification or replacement thereof, except advances made to the extent any such amendment, modification Borrower or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating a Restricted Subsidiary to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed Indebtedness incurred by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any such Restricted Subsidiary; (x) any encumbrance Subsidiary shall not be deemed a restriction on the ability to make loans or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityadvances.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any such Person to (ai) act as a Loan Party; (ii) make payments to any Covenant Entity to make Restricted Payments to the holders of its Equity InterestsLoan Party, (biii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iv) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (cv) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist create any Lien upon any of their respective properties or revenuesassets, whether now owned or hereafter acquired, (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the benefit of the Secured Parties with respect to the Obligations under the Loan DocumentsObligations, or any renewals, refinancings, exchanges, refundings (c) causes the occurrence of a Default or extension thereof, except in respect Event of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed Default or otherwise creates a breach under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) orthan, in the case of Indebtedness clause (a) and (b) above, such encumbrances, restrictions or requirements existing under or by reason of (i) applicable law, (ii) customary provisions restricting subletting or assignment of any Non Loan Partylease governing any leasehold interest of SJCC or SJTC, are imposed solely (iii) customary provisions restricting assignment of any licensing agreement (in which SJCC or SJTC is the licensee, (iv) restrictions on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that pending the close of the sale of such asset, if such sale is in compliance with this Agreement, (v) restrictions on the transfer of any asset subject to a leaseLien permitted by Section 7.01, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (Bvi) pursuant to customary provisions restricting dispositions assignment of real property interests set forth any agreement entered into in any reciprocal easement agreements the ordinary course of the Borrower or any Restricted Subsidiary; business, and (xvii) any encumbrance amendment, restatement, renewal, replacement or restriction pursuant refinancing of an agreement referred to Swap Contracts; above, provided that any such restrictions are not 27810336v11 materially more restrictive, taken as a whole, than those under the agreement being amended, restated, renewed, refinanced or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityreplaced.

Burdensome Agreements. Enter Other than those in existence as of the date of this Agreement and set forth on Schedule 8.09, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ai) any Covenant Entity to make Restricted Payments to the holders of its Equity Interestsany Loan Party, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (civ) any Covenant Entity to transfer any of its property to any other Covenant Entity that is Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (di)-(v) above: ) for (i1) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Loan Documents, (ii2) restrictions and conditions existing on the Closing Date any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(e), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in agreements any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, or (5) restrictions related to Indebtedness of any Person that becomes a Subsidiary after the Closing Date as a result of a Permitted Acquisition or any assets pending such sale; otherwise assumed in connection with a Permitted Acquisition, provided that such restrictions Indebtedness (and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (ivany Guarantees thereof) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms exists at the time of issuance (as determined by the Borrower such Permitted Acquisition, and is not created in good faith) or, contemplation of or in the case of Indebtedness of any Non Loan Party, are imposed solely on connection with such Non Loan Party Permitted Acquisition and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower refinancings in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreementrespect thereof; or (Bb) pursuant to customary provisions restricting dispositions requires the grant of real any security for any obligation if such property interests set forth in any reciprocal easement agreements of is given as security for the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityObligations.

Burdensome Agreements. Enter into, into or permit suffer to exist, exist or become effective any Contractual Obligation agreement that encumbers prohibits or restricts limits (a) the ability of (a) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Group Member to create, incur, assume or suffer to exist any Lien upon any of their respective properties its property or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations secure its obligations under the Loan Documents, Documents to which it is a party (or any renewals, refinancings, exchanges, refundings increase or extension refinancing thereof, except ) or (b) the ability of any Restricted Subsidiary of the Company to (1) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Restricted Subsidiary of the matters referred Borrower, (2) make loans or advances to, or other Investments in, the Company or any other Restricted Subsidiary of the Company or (3) transfer any of its assets to the Company or any other Restricted Subsidiary of the Borrower, in clauses each case other than (aA) through this Agreement and the other Loan Documents, (dB) above: any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or (C) any such agreements, consensual encumbrances or restrictions which (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (iix) restrictions and conditions existing exist on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except date hereof and (to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness not otherwise permitted by this Agreement Section 7.14) are listed on Schedule 7.14 hereto and (y) to the extent such restriction applies only to the property securing such set forth in an agreement evidencing Indebtedness; (vi) restrictions or conditions , are set forth in any agreement in effect at evidencing any time any Person becomes a Covenant Entity (but permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not any modification or amendment expanding expand the scope of any the restrictions described in clause (A) or (B) that are contained in such agreement, consensual encumbrance or restriction, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such agreement, consensual encumbrance or restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Restricted Subsidiary, (iii) are customary provisions in joint venture agreements and the restriction other similar agreements applicable to joint ventures permitted under Section 7.8, and applicable solely to such joint venture, (iv) any restrictions imposed by clause (b) above by any agreement related to Indebtedness incurred pursuant to Section 7.2(f) or condition does not apply Permitted Refinancing thereof, to the Borrower; extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in this Agreement, (viiv) are customary restrictions on leases, subleases, licenses or conditions in asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (vi) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.02 7.2(e) to the extent that such restrictions apply only to the property or conditions assets securing such Indebtedness, (vii) are no more restrictive than the restrictions and conditions in the Loan Documents customary provisions restricting subletting or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness assignment of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions lease governing a leasehold interest or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a are customary manner the subletting, provisions restricting assignment or transfer of any property or asset that is subject to a leaseagreement entered into in the ordinary course of business; (ix) restrictions imposed by applicable law, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) customary restrictions and conditions contained in the document relating to any encumbrance or restriction pursuant to Swap Contracts; provided that any Lien, so long as (a) such Lien is permitted under Section 7.3 and such restrictions or conditions permit compliance with relate only to the Collateral specific asset subject to such Lien and Guarantee Requirement (b) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.11 and Section 6.14; and 7.14, (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) any encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required the type referred to in Sections 7.14(a) and 7.14(b) above imposed by any regulatory authorityamendments, modifications, restatements, renewals, in-creases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xi) above.

Burdensome Agreements. (a) Enter into, or permit to exist, into any Contractual Obligation that encumbers or restricts the ability of any such Person to (ai) pay dividends or make any Covenant Entity other distributions to make Restricted Payments any Loan Party on such Person's Capital Stock or with respect to the holders of any other interest or participation in, or measured by, its Equity Interestsprofits, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iii) make loans or advances to the Borrower any Loan Party, (iv) sell, lease or transfer any Covenant Entity that of its Property to any Loan Party or (v) except in respect of any Consolidated Party which is not a Loan Party, (cA) pledge its Property (other than Excluded Property) pursuant to the Loan Documents or any Covenant Entity to transfer any of its property to any other Covenant Entity that is renewals, refinancings, exchanges, refundings or extension thereof or (B) act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)(i)-(v)(A) above: ) for (i1) restrictions and conditions imposed under any Loan Document this Agreement and the other Loan Documents, (2) the Convertible Note Indenture Documentation; (ii) restrictions and conditions existing on the Convertible Notes, in each case as in effect as of the Closing Date Date, (3) any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(e), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed, acquired or financed in connection therewith, (iii4) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (5) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary any Property permitted under Section 8.05 pending the consummation of such sale. (b) Enter into any Contractual Obligation that prohibits or otherwise restricts the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any assets pending such sale; document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (iii) pursuant to customary restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions contained in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope sale of any such restriction or condition); provided that such agreement was not entered into in contemplation Property permitted under Section 8.05, pending the consummation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authoritysale.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Covenant Restricted Subsidiary or Nexstar Entity to make Restricted Payments to the holders of its Equity Interestsany Restricted Subsidiary, (b) any Covenant Mission Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Borrower hereunder and under the Loan Documents, and the Nexstar Borrower under the Nexstar Credit Agreement and the Nexstar Loan Documents or make loans or advances to the Borrower or any Covenant Entity of its Restricted Subsidiaries that is a Loan Party, (c) any Covenant Nexstar Entity to Guarantee the Indebtedness hereunder and under the Loan Documents and of the Nexstar Borrower under the Nexstar Credit Agreement and the Nexstar Loan Documents or make loans or advances to any Nexstar Entity that is a Loan Party, (d) any Restricted Subsidiary or Mission Entity to transfer any of its property to the Borrower or any of its Restricted Subsidiaries that is a Loan Party, (e) any Nexstar Restricted Subsidiary or Nexstar Entity to transfer any of its property to any other Covenant Nexstar Entity that is a Loan Party, (f) any Mission Entity or any Nexstar Entity to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (g) any Loan Party or (d) any Covenant Entity Subsidiary of a Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (de) above: (i) restrictions and conditions imposed under any Loan Document Document, and the Senior 6⅞% Notes due 2020 Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the BorrowerBorrower or any other Restricted Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Non-Loan Party, are imposed solely on such Non Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and; (xi) encumbrances or restrictions restriction arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authority; and (xii) so long as the Nexstar Credit Agreement has not been terminated, the Nexstar Entities may enter into such transactions permitted under the terms of Section 7.12 of the Nexstar Credit Agreement.

Burdensome Agreements. Enter into, assume or otherwise be bound, or permit any Wholly-Owned Subsidiary to existenter into, assume or otherwise be bound, by any Contractual Obligation that encumbers or restricts the ability of Negative Pledge other than (ai) any Covenant Entity to make Restricted Payments to the holders of its Equity Interests, (b) Negative Pledge contained in an agreement entered into in connection with any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Borrower or any Covenant Entity that is permitted pursuant to Section 7.03, which Indebtedness is of a Loan Party, (c) any Covenant Entity type that customarily includes a Negative Pledge or with respect to transfer any of its property to any other Covenant Entity that which such Negative Pledge is a no more restrictive on the Borrowera Loan Party or such Wholly-Owned Subsidiary in any material respect, when taken as a whole, than this Section 7.09 (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for as determined in good faith by the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; Borrower); (ii) restrictions and conditions existing on the Closing Date any Negative Pledge required or imposed by, or arising under or as a result of, any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; Law; (iii) customary restrictions and conditions Negative Pledges contained in (x) the 2021 Credit Agreement, the agreements set forth on Schedule 7.09 or that are Disclosed Matters; (y) any agreement relating to the sale Disposition of a any Subsidiary or any assets pending such saleDisposition; provided that that, in any such restrictions and conditions apply case, the Negative Pledge applies only to the Subsidiary or the assets that is are the subject of such Disposition; or are to be sold and such sale is permitted hereunder; (ivz) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any the time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (iv) customary restrictions in leases, licenses and other contracts restricting the restriction or condition does not apply assignment thereof, (v) other customary restrictions set forth in agreements relating to assets specified in such agreements and entered into in the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 ordinary course of business to the extent such restrictions shall solely apply to such specified assets; and (vi) restrictions that apply only to the Equity Interests in, or conditions are no more restrictive assets of, any Person other than the Borrowera Loan Party or a Wholly-Owned Subsidiary, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided that, with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions and conditions in of the Loan Documents or are market terms at the time of issuance (as determined type prohibited by the Borrower in good faith) orthis Section 7.09 that are, in the case of Indebtedness of aggregate, more onerous in any Non Loan Party, are imposed solely material respect on such Non the Borrowera Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with Wholly-Owned Subsidiary than the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rulerestrictions, regulation or orderin the aggregate, or required by any regulatory authorityin the original agreement.

Burdensome Agreements. Enter into, assume or otherwise be bound, or permit any Wholly-Owned Subsidiary to existenter into, assume or otherwise be bound, by any Contractual Obligation that encumbers or restricts the ability of Negative Pledge other than (ai) any Covenant Entity Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to make Restricted Payments Section 7.03, which Indebtedness is of a type that customarily includes a Negative Pledge or with respect to the holders of its Equity Interests, (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to which such Negative Pledge is no more restrictive on the Borrower or such Wholly-Owned Subsidiary in any Covenant Entity that is material respect, when taken as a Loan Partywhole, than this Section 7.09 (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for as determined in good faith by the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; Borrower); (ii) restrictions and conditions existing on the Closing Date any Negative Pledge required or imposed by, or arising under or as a result of, any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; Law; (iii) customary restrictions and conditions Negative Pledges contained in (x) the 2021 Credit Agreement, the agreements set forth on Schedule 7.09 or that are Disclosed Matters; (y) any agreement relating to the sale Disposition of a any Subsidiary or any assets pending such saleDisposition; provided that that, in any such restrictions and conditions apply case, the Negative Pledge applies only to the Subsidiary or the assets that is are the subject of such Disposition; or are to be sold and such sale is permitted hereunder; (ivz) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any the time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of such Person becoming a Covenant Entity Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (iv) customary restrictions in leases, licenses and other contracts restricting the restriction or condition does not apply assignment thereof, (v) other customary restrictions set forth in agreements relating to assets specified in such agreements and entered into in the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 ordinary course of business to the extent such restrictions shall solely apply to such specified assets; and (vi) restrictions that apply only to the Equity Interests in, or conditions are no more restrictive assets of, any Person other than the Borrower or a Wholly-Owned Subsidiary, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided that, with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions and conditions in of the Loan Documents or are market terms at the time of issuance (as determined type prohibited by the Borrower in good faith) orthis Section 7.09 that are, in the case of Indebtedness of any Non Loan Partyaggregate, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth more onerous in any reciprocal easement agreements of material respect on the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with Wholly-Owned Subsidiary than the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rulerestrictions, regulation or orderin the aggregate, or required by any regulatory authorityin the original agreement.

Burdensome Agreements. Enter intoAfter the date of this Amended Agreement, or permit to exist, enter into any Contractual Obligation (other than (x) this Agreement or any other Loan Document and (y) the Principal Debt Obligations and any permitted refinancing, refunding, renewal or extension thereof) that encumbers or restricts the ability of (a) limits the ability (i) of any Covenant Entity Subsidiary to make Restricted Payments to the holders of its Equity InterestsBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (bii) of any Covenant Entity Subsidiary to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to (iii) of the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity Subsidiary to create, incur, assume or suffer to exist any Lien upon any Liens on property of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect such Person to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of secure any of the matters referred Loan Documents or (b) requires the grant of a Lien to in clauses (a) through (d) above: (i) restrictions and conditions imposed under secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, or amend any Loan Document and the Indenture Documentation; (ii) restrictions and conditions Contractual Obligation existing on the Closing Date date of this Agreement so as to impose or make more restrictive such a limitation, in each case other than the following: (A) any extension, renewal, amendment, modification negative pledge incurred or replacement thereof, except provided in favor of any holder of Indebtedness permitted under Section 7.03(f) solely to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating negative pledge relates to the sale property financed by or the subject of such Indebtedness or property subject to a Subsidiary Lien permitted hereunder which secures such Indebtedness, (B) Swap Contracts and any Guarantee in respect of such Swap Contracts, (C) any encumbrances or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) imposed by reason of customary provisions contained in leases, licenses licenses, joint ventures agreements and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not similar agreements entered into in contemplation the ordinary course of such Person becoming a Covenant Entity and the restriction business; (D) any encumbrances or condition does restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or capital stock not apply to the Borrower; otherwise prohibited by this Agreement; (viiE) any restrictions regarding licenses or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined sublicenses by the Borrower and its Subsidiaries of intellectual property in good faiththe ordinary course of business; (F) any restrictions in a Contractual Obligation incurred in the ordinary course of business and on customary terms which prohibit transfer of assets subject of the applicable Contractual Obligation; (G) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the case ordinary course of Indebtedness of any Non Loan Partybusiness, are imposed solely on such Non Loan Party other third parties and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ixH) any encumbrance or restriction: restrictions contained in agreements related to Indebtedness permitted by Section 7.03(c), (Am) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityn).

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of the Borrower or any Subsidiary to (ai) pay dividends or make any Covenant Entity other distributions to make Restricted Payments any Loan Party on its Capital Stock or with respect to the holders of any other interest or participation in, or measured by, its Equity Interestsprofits, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (civ) any Covenant Entity to sell, lease or transfer any of its property Property to any other Covenant Entity that is Loan Party, (v) grant any Lien on any of its Property to secure the Obligations pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (di)-(v) above: ) for (iA) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Loan Documents, (iiB) restrictions and conditions existing on the Closing Date any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(c), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iiiC) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (D) customary restrictions and conditions contained in agreements any agreement relating to the sale of any Property permitted under Section 8.05 pending the consummation of such sale, (E) in the case of the matters referred to in clause (i) through (iv) above, Contractual Obligations of any Person that becomes a Subsidiary or any assets pending such sale; after the Closing Date, provided that such restrictions Contractual Obligations were in existence at the time such Person became a Subsidiary and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but were not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into created in contemplation of or in connection with such Person becoming a Covenant Entity Subsidiary and (F) reasonable and customary restrictions on distributions regarding timing, reserves, available cash and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions like that are contained in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts Majority Interest Joint Ventures in a customary manner effect on the subletting, assignment or transfer date hereof and those hereafter entered into in the ordinary course of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements business and consistent with past practices of the Borrower or any Restricted Subsidiary; and its Subsidiaries, (xG) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral Subordinated Indebtedness Documents and Guarantee Requirement (H) the documents, agreements and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityinstruments governing the Senior Secured Indebtedness.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ai) any Covenant Entity to make Restricted Payments to the holders of its Equity Interestsany Loan Party, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (civ) any Covenant Entity to transfer any of its property to any other Covenant Entity that is Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (di)-(v) above: ) for (i1) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Loan Documents, (ii2) restrictions and conditions existing on the Closing Date any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(e), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in agreements any agreement relating to the sale of a Subsidiary any property permitted under Section 8.05 pending the consummation of such sale, (5) restrictions in the 2009 Senior Notes Indenture as in effect on the Closing Date, the Senior Notes Indenture as in effect on the Closing Date or any assets pending other indenture or loan agreement in connection with a Permitted Refinancing, so long as the restrictions in such sale; provided other indenture or loan agreement are no more burdensome in any material respect than those appearing in the 2009 Senior Notes Indenture or the Senior Notes Indenture as in effect on the Closing Date, (6) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary, (7) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.03 but solely to the extent (A) any negative pledge relates to the property financed by or the subject of such Indebtedness or expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such restrictions holders of such Indebtedness be secured by such Liens equally and conditions apply only ratably or on a junior basis or (B) such holder or an agent or representative thereof is or becomes party to an intercreditor agreement in form and substance reasonably satisfactory to the Subsidiary Administrative Agent, (8) customary provisions restricting subletting or assets that is or are to be sold assignment of any lease governing a leasehold interest and such sale is permitted hereunder; (iv9) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreementagreement entered into in the ordinary course of business, or (b) requires the assignment or transfer grant of any leasesecurity for any obligation if such property is given as security for the Obligations, license except in the case of the 2009 Senior Notes Indenture or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityPermitted Liens.

Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that encumbers or restricts the ability of any such Person to (ai) any Covenant Entity to act as a Loan 124 Party; (ii) make Restricted Payments to the holders of its Equity Interestsany Loan Party, (biii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty any Loan Party or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or (iv) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (dv) any Covenant Entity to create, incur, assume or suffer to exist create any Lien upon any of their respective properties or revenuesassets, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (d) above: (i) restrictions and conditions imposed under any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing on the Closing Date or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) orexcept, in the case of clause (a)(v) only, for any document or instrument governing Indebtedness secured by Permitted Liens, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Liens. (b) Clause (a) of this Section 7.09 shall not prohibit (i) any Non Loan Partysuch encumbrance or restriction existing under or by reason of Applicable Law, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms (ii) Permitted Liens, (iii) any Contractual Obligation (A) governing property existing at the time of issuance the acquisition thereof, so long as the limitation relates only to the property so acquired or (as determined by B) of any Subsidiary existing at the time such Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower in good faith)each case not created in contemplation of such acquisition, merger or consolidation, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such Contractual Obligations; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such limitations than those contained in such Contractual Obligations, (iv) customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business, (v) any such Contractual Obligation restricting any mutual fund or investment fund managed or advised by a Subsidiary, (vi) restrictions on cash or conditions permit compliance with other deposits or net worth imposed by customers under contracts entered into in the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; ordinary course of business, (vii) any Contractual Obligation related to any Indebtedness not prohibited by this Agreement, (viii) encumbrances any Contractual Obligation with respect to the disposition or distribution of property or cash in joint ventures not otherwise prohibited by this Agreement and restrictions under entered into in the Organization Documents ordinary course of JV Entities; business, (ix) any encumbrance Contractual Obligation related to the sale, transfer or restriction: (A) that restricts in other disposition of a customary manner the subletting, assignment Subsidiary or transfer of any property or asset that is subject not prohibited by this Agreement; provided that such limitation applies only to a leasethat Subsidiary or property, license or similar contract or agreementas applicable, or the assignment or pending such sale, transfer of any lease, license or other contract or agreement; disposition or (Bx) pursuant any Contractual Obligation related to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements preferred Equity Interests issued by a Subsidiary of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred Equity Interests is not prohibited by Section 7.02 and the terms of such preferred Equity Interest do not expressly restrict the ability of such Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred Equity Interests prior to paying any such restrictions dividends or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or making any applicable rule, regulation or order, or required by any regulatory authorityother distributions on other Equity Interests).

Burdensome Agreements. Enter Other than those in existence as of the Closing Date and set forth on Schedule 8.09, enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (ai) any Covenant Entity to make Restricted Payments to the holders of its Equity Interestsany Loan Party, (bii) pay any Covenant Entity Indebtedness or other obligation owed to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or any Loan Party, (iii) make loans or advances to the Borrower or any Covenant Entity that is a Loan Party, (civ) any Covenant Entity to transfer any of its property to any other Covenant Entity that is Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect pursuant to the Obligations under the Loan Documents, Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (di)‑(v) above: ) for (i1) restrictions and conditions imposed under any Loan Document this Agreement and the Indenture Documentation; other Loan Documents, (ii2) restrictions and conditions existing on the Closing Date any document or any extensioninstrument governing Indebtedness incurred pursuant to Section 8.03(e), renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of provided that any such restriction contained therein relates only to the asset or condition; assets constructed or acquired in connection therewith, (iii3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in agreements any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, or (5) restrictions related to Indebtedness of any Person that becomes a Subsidiary after the Closing Date as a result of a Permitted Acquisition or any assets pending such sale; otherwise assumed in connection with a Permitted Acquisition, provided that such restrictions Indebtedness (and conditions apply only to any Guarantees thereof) exists at the Subsidiary time of such Permitted Acquisition, is not created in contemplation of or assets that is or are to be sold in connection with such Permitted Acquisition, and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing acquired in such Indebtedness; (vi) restrictions or conditions set forth Permitted Acquisition and refinancings in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii) encumbrances and restrictions under the Organization Documents of JV Entities; (ix) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreementrespect thereof; or (Bb) pursuant to customary provisions restricting dispositions requires the grant of real any security for any obligation if such property interests set forth in any reciprocal easement agreements of is given as security for the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation or order, or required by any regulatory authorityObligations.

Burdensome Agreements. Enter intoThe Lux Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or permit indirectly, create or otherwise cause or suffer to exist, exist or become effective any Contractual Obligation that encumbers consensual encumbrance or restricts consensual restriction on the ability of any Restricted Subsidiary to: (a) (i) pay dividends or make any Covenant Entity to make Restricted Payments other distributions to the holders Lux Borrower or any of its Restricted Subsidiaries on its Equity Interests, ; or (ii) pay any Indebtedness owed to the Lux Borrower or any of its Restricted Subsidiaries; (b) any Covenant Entity to enter into a Guaranty or otherwise Guarantee the Indebtedness of the Nexstar Borrower under the Nexstar Credit Agreement or make loans or advances to the Lux Borrower or any Covenant Entity that is a Loan Party, of its Restricted Subsidiaries; (c) any Covenant Entity to transfer any of its property to any other Covenant Entity that is a Loan Party or (d) any Covenant Entity to create, incur, assume or suffer to exist any Lien upon any Liens on the Collateral of their respective properties or revenues, whether now owned or hereafter acquired, such Person for the benefit of the Secured Parties Lenders with respect to the Facilities and the Obligations or under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through ; or (d) above(d) sell, lease or transfer any of its properties or assets to the Lux Borrower or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i1) contractual encumbrances or restrictions and conditions imposed under of the Lux Borrower or any Loan Document and the Indenture Documentation; (ii) restrictions and conditions existing of its Restricted Subsidiaries in effect on the Closing Date or any extensionDate, renewal, amendment, modification or replacement thereof, except including pursuant to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder; (iv) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (v) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (vi) restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Covenant Entity (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Covenant Entity and the restriction or condition does not apply to the Borrower; (vii) restrictions or conditions in any other Loan Documents, related Swap Contracts and Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or are market terms at the time of issuance (as determined by the Borrower in good faith) or, in the case of Indebtedness of any Non Loan Party, are imposed solely on such Non Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower in good faith7.01(c); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; (viii2) encumbrances the Senior Indenture, the Senior Notes and restrictions under the Organization Documents of JV Entitiesrelated Guarantees; (ix3) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (x) any encumbrance or restriction pursuant to Swap Contracts; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14; and (xi) encumbrances or restrictions arising or existing by reason of applicable Law law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Lux Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in existence at the time of such acquisition (or at the time it merges with or into the Lux Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or required the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (4), if a Person other than the Lux Borrower or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any Subsidiary of such Person, or any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by the Lux Borrower or such Restricted Subsidiary, as the case may be, at the time of such merger, amalgamation or consolidation; (5) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Equity Interests or assets of such Restricted Subsidiary; (6) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (7) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (8) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business, to the extent such obligations impose restrictions of the nature discussed in clause (c) or (d) in the first paragraph of this covenant on the property so acquired; (9) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) and (d) in the first paragraph of this covenant on the property subject to such lease; (10) any encumbrance or restriction effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Lux Borrower, are necessary or advisable to effect such Qualified Receivables Financing; (11) any encumbrance or restriction contained in other Indebtedness, Disqualified Equity Interest or Preferred Stock of the Lux Borrower or any Restricted Subsidiary that is incurred subsequent to the Closing Date pursuant to the Section 7.01, provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrowers’ ability to make anticipated principal or interest payments under this Agreement (as determined by the Borrower Representative in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement (as determined by the Borrower Representative in good faith); (12) any encumbrance or restriction contained in secured Indebtedness otherwise permitted to be incurred pursuant to Sections 7.01 and 7.02 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (13) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Lux Borrower or any Restricted Subsidiary in any manner material to the Lux Borrower or any Restricted Subsidiary or (y) materially affect the Borrowers’ ability to make future principal or interest payments under this Agreement, in each case, as determined by the Borrower Representative in good faith; (14) customary provisions in Joint Venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable Joint Venture; and (15) any encumbrances or restrictions of the type referred to in clauses 7.06(a), (b) and (c) imposed by any regulatory authorityamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to 7.06 (1) through (14) ; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Borrower Representative, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.06, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Lux Borrower or a Restricted Subsidiary to other Indebtedness incurred by the Lux Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.