Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)After the Closing Date, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time Parent may designate any Restricted of its Subsidiaries (including any existing Subsidiary of and any newly acquired or newly formed Subsidiary but excluding the Borrower as Borrowers) to be an Unrestricted Subsidiary unless such Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own Subsidiaries owns any Equity Interests or Indebtedness of, or own owns or hold holds any Lien on on, any property of, Parent or any Consolidated Group Entities Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and provided, further that (a) such designation complies with Section 7.06; and (Bb) each of the Subsidiary to be so designated and its Subsidiaries has not at the time of designation, and does not Guarantee thereafter, create, incur, issue, assume, guarantee or otherwise provide credit support for become directly or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of such debt issuances; andthe assets of any Loan Party or any Restricted Subsidiary. (iiib) the Consolidated Group Entities Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and Parent and its Restricted Subsidiaries shall be in compliance (on a Pro Forma Basis (as defined in Compliance with Section 7.09 for the Nexstar Credit Agreement)) with most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the Financial Covenant (as defined in the Nexstar Credit Agreement) applicable Subsidiary and any Liens encumbering its property existing as of the end time of such designation shall be deemed incurred or established, as applicable at such time. (c) Any such designation by Parent shall be notified by Parent to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of Parent certifying that such designation complied with the foregoing provision. Parent shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the documentation relating to any other Indebtedness of the most recent Test Period Loan Parties in excess of the Threshold Amount (as if to the extent permissible under such designation had occurred on the first day of such Test PeriodIndebtedness).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)After the Closing Date, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time may designate any Restricted of its Subsidiaries (including any existing Subsidiary of the Borrower as and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries, as of the time of designation, owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of (other than solely any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary to be so designated); provided, that no Default or Event of Default shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of have occurred and be continuing and the Borrower and its Restricted Subsidiaries shall constitute be in Pro Forma Compliance with Section 7.09 for the incurrence most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01 and, provided, further, that (i) such designation complies with Section 7.06; and (ii) each Subsidiary to be so designated and its Subsidiaries has not at the time of designation designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender of such Indebtedness has recourse to any of the assets of any Indebtedness Loan Party or Liens any Restricted Subsidiary (other than Equity Interests of such Subsidiary existing at such timeto be designated). (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as to be a Restricted Subsidiary; provided, in each case unless: (i) that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01; provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or would result therefrom;established, as applicable at such time. (iic) Any such designation by the Borrower pursuant to this Section 6.14 shall be notified by the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that such designation complied with the foregoing provision. The Borrower shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the case of clause (b)(x) only, (A) the Subsidiary documentation relating to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as Indebtedness of the end Loan Parties in excess of the most recent Test Period Threshold Amount (as if to the extent permissible under such designation had occurred on the first day of such Test PeriodIndebtedness).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.14(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, Company may at any time designate any Restricted Subsidiary (other than the Lead Borrower or any direct or indirect parent company of the Borrower Borrower) as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Company therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment the Company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower Company may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or Event of Default exists or would result therefrom; (ii) the Company shall be in compliance (on a Pro Forma Basis) with the Financial Covenants as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period); and (iii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Company or any Consolidated Group Entities Restricted Subsidiary, and (B) neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's ’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at Designate any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unlessexcept that the U.S. Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that: (ia) immediately after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefromshall be caused thereby and the Group shall be in compliance with the financial covenants set forth in Section 6.07(a) and (b) on a pro forma basis; (iib) in the case of clause (b)(x) only, (A) the with respect to any Subsidiary to be so designated as an Unrestricted Subsidiary, such Subsidiary or any of its Subsidiaries does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness ofof or have any Investment in, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) other Subsidiary of the U.S. Borrower which is not a Subsidiary of the Subsidiary to be so designated does not Guarantee or otherwise provide an Unrestricted Subsidiary, (c) such Subsidiary is not party to any agreement, contract, arrangement or understanding with any Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to such Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrowers; (d) such Subsidiary is a Person with respect to which neither any Borrower nor any Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (e) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of any Borrower or is otherwise obligated under any Indenture Documentation, Subordinated DebtRestricted Subsidiaries; (f) neither any Borrower nor any Restricted Subsidiary will at any time (i) provide a guarantee of, or similar credit support to, any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (ii) be directly or indirectly liable for any Indebtedness of such Subsidiary or (iii) be directly or indirectly liable for any other public indebtedness Indebtedness which provides that the holder thereof may (upon notice, lapse of Nexstar Media time or any both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any other Indebtedness that is Indebtedness of such debt issuancesSubsidiary (including any corresponding right to take enforcement action against such Subsidiary); (g) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary; (h) at no time shall any Subsidiary be designated as an Unrestricted Subsidiary or maintained as an Unrestricted Subsidiary more than ten (10) Business Days after the time of delivery of the quarterly financial statements pursuant to Section 5.01(a) if (x) the Consolidated Adjusted EBITDA attributable to such Subsidiary, calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Adjusted EBITDA or (y) the total assets of such Subsidiary, determined in accordance with GAAP and calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Total Assets; and (iiii) the Consolidated Group Entities any designation of a Restricted Subsidiary to an Unrestricted Subsidiary shall be deemed an Investment under Section 6.06 in an amount equal to the fair market value of the Subsidiary so designated. (j) Any such designation shall be evidenced by providing notice to the Administrative Agent of the copy of the resolution of the U.S. Borrower's Board or Directors (or duly authorized committee thereof) giving effect to such designation and a certificate of an Authorized Officer certifying that such designation complies with the foregoing requirements. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary solely as a result of the application of Section 6.03(h), for purposes of determining compliance with Article VI, shall be treated as a Permitted Acquisition (on a Pro Forma Basis (as defined without any requirement to satisfy the definition thereof and without utilizing any portion of the amount specified in the Nexstar Credit Agreementproviso to Section 6.08(i)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as ), and all Indebtedness, Liens, Investments and any consensual encumbrance or restriction of the end type described in Section 6.05 of such Unrestricted Subsidiary shall be treated as Indebtedness, Liens, Investments and consensual encumbrances and restrictions of the most recent Test Period (as if type described in Section 6.05 of an entity acquired in a Permitted Acquisition. For the avoidance of doubt, such designation had occurred on shall not reduce the first day of such Test Period)Group’s ability to consummate Permitted Acquisitions.

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.13(b) below, at the board of directors election of the Borrower may, together with the board of directors of Nexstar MediaBorrower, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Borrower therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment thereinthe Borrower’s investment therein (as determined in the good faith of the Borrower and as set forth in an officer’s certificate delivered by the Borrower to the Administrative Agent). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default or Event of Default shall have occurred and or be continuing or would result therefrom; (ii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own (i) any Equity Interests in the Borrower or any Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiary) or (ii) Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Consolidated Group Entities Restricted Subsidiary (unless the Borrower or such Restricted Subsidiary is otherwise permitted to incur such Indebtedness or Lien) and (B) the Subsidiary to Investment resulting from such designation would be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated permitted under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuancesSection 7.02; and (iii) at the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day time of such Test Period)designation, any Subsidiary to be designated as an Unrestricted Subsidiary may not hold any Material Intellectual Property.

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.13(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Loan Party therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Specified Event of Default shall have occurred and or be continuing or would result therefrom;continuing; and (ii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities Parent, the Borrower or any Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiary) and (B) neither the Borrower nor any Parent nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)By action of its Board of Directors, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.1 (it being understood that as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if thereafter (x) it is a “Restricted Subsidiary” for the purpose of the First Lien Loan Documents or any other Indebtedness of the Borrower or (y) the Borrower or any Restricted Subsidiary provides any guarantee or credit support of any kind, including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than pursuant to Section 7.2(l) and other than the pledge of Capital Stock of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Subsidiary of an Unrestricted Subsidiary may be a Restricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the value of the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.12 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), plus (C) the amount of all Investments outstanding pursuant to Section 7.8(o), as of the Designation Date shall not exceed 5% of the Consolidated Total Assets as of the Designation Date on a pro forma basis for such designation. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Covenant Entity Borrower therein at the date of designation in an amount equal to the fair market net book value of such Covenant Entity's Investment the Borrower’s or its Subsidiary’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred time and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien a return on any property of, any Consolidated Group Entities and (B) Investment by the Subsidiary Borrower in Unrestricted Subsidiaries pursuant to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness the preceding sentence in an amount equal to the Fair Market Value at the date of Nexstar Media or any such designation of its Subsidiaries, the Borrower, ’s or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis its Subsidiary’s (as defined applicable) Investment in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)Subsidiary.

Designation of Subsidiaries. Designate (ai) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (ii) any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation ; except that the Borrower may at any time after the Closing Date designate any Subsidiary as an Unrestricted Subsidiary or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Subsidiary as a Restricted Subsidiary so long as at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter): (a) immediately before and after such designation, no Default shall have occurred and be continuing or shall be caused thereby; (b) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to such designation on a Pro Forma Basis; (c) with respect to any Person to be designated as an Unrestricted Subsidiary, (i) no Loan Party or any Subsidiaries thereof (other than the Person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Equity Interests of the Person to be designated, to guaranty or otherwise directly or indirectly provide credit support for such Person or to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (ii) such Person is not a party to any material agreement or contract with the Borrower or any of its Subsidiaries (other than the Person to be designated or any Subsidiary thereof) except as expressly permitted by Section 7.08 and (iii) neither such Person nor any of its Subsidiaries shall own any Equity Interests or Indebtedness of the Borrower or any of its Subsidiaries; (d) any designation of a Person as an Unrestricted Subsidiary shall constitute be deemed an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value immediately prior to such designation of such Covenant Entity's Investment therein. The the aggregate interest of the Borrower and its Restricted Subsidiaries in the Person so designated; (e) upon the designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of in accordance with this Section 7.16, any outstanding Liens or Indebtedness or Liens of such Subsidiary existing at must comply with Sections 7.01 and 7.03, respectively, and the Borrower and such time.Subsidiary shall comply with Sections 6.13 and 6.14 with respect to such Subsidiary; (bf) The Borrower no Person may not (x) designate any Restricted Subsidiary be designated as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrommore than once without the prior written consent of the Administrative Agent; (iig) in the case of clause (b)(x) only, (A) the no Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or owning any of its Subsidiariesthe assets or property comprising the Kensington Mine, the BorrowerRochester Mine, the Sterling Mine or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuancesthe Wharf Mine may be designated as an Unrestricted Subsidiary; and (iiih) no Person may be designated as an Unrestricted Subsidiary if the Consolidated Group Entities Unrestricted Subsidiaries, on an aggregate basis, do or would comprise more than 10% of consolidated revenues of the Borrower and its Subsidiaries. Any such designation shall be in compliance evidenced by (on i) providing notice to the Administrative Agent of the copy of the resolution of the board of directors of the Borrower giving effect to such designation and (ii) delivering to the Administrative Agent a Pro Forma Basis (as defined in certificate of a Responsible Officer of the Nexstar Credit Agreement)) Borrower certifying that such designation complies with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing requirements.

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the The board of directors (or similar governing body) of the Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would exist after giving effect to such designation, (b) after giving effect to such designation, the Borrower would be in compliance with the Financial Covenants of the most recently completed Measurement Period after giving pro forma effect thereto and to any other event during such Measurement Period as to which pro forma recalculation is appropriate as if such transactions had occurred as of the first day of such Measurement Period, (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries, has incurred, created, assumed, guaranteed or become liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Borrower or any Restricted Subsidiary, and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Borrower or any Restricted Subsidiary, (d) the Borrower shall deliver to the Administrative Agent prior to such designation a certificate of an Authorized Officer of the Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (c) of this Section 5.15 (Designation of Subsidiaries) and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary”, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if (1) it owns material Intellectual Property or (2) after such designation, it would be a “Restricted Subsidiary” under any indenture or other agreement or instrument evidencing, governing the rights of the holders of or otherwise relating to any Material Indebtedness of the Parent, the Borrower or any other Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s Investment therein; provided, that upon a redesignation of such Covenant Entity's Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent Investment thereinin an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the Fair Market Value of Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the Fair Market Value of Investments of the Borrower and the Restricted Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Borrower’s and the Restricted Subsidiaries’ Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. (a) Subject The Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to Section 10.23(b)be an Unrestricted Subsidiary unless (A) such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the board Borrower or any Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the subsidiary to be so designated) (B) the assets of such subsidiary are included in the Borrowing Base; provided that (i) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing; (iv) either: (A) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (B) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and (v) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower may, together with the board of directors of Nexstar Media, at any time designate or any Restricted Subsidiary of the Borrower Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Specified Senior Indebtedness, the Specified Senior Subordinated Indebtedness or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timeJunior Financing. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as to be a Restricted Subsidiary; provided that, in each case unless: (i) immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom;and either: (i) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (ii) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the case Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) resolution of the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, board of directors of the Borrower or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect committee thereof giving effect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) designation and an Officer’s Certificate certifying that such designation complied with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing provisions.

Designation of Subsidiaries. Designate (ai) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (ii) any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation ; except that the Borrower may at any time after the Closing Date designate any Subsidiary as an Unrestricted Subsidiary or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Subsidiary as a Restricted Subsidiary so long as at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter): (a) immediately before and after such designation, no Default shall have occurred and be continuing or shall be caused thereby; (b) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to such designation on a Pro Forma Basis; (c) with respect to any Person to be designated as an Unrestricted Subsidiary, (i) no Loan Party or any Subsidiaries thereof (other than the Person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Equity Interests of the Person to be designated, to guaranty or otherwise directly or indirectly provide credit support for such Person or to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (ii) such Person is not a party to any material agreement or contract with the Borrower or any of its Subsidiaries (other than the Person to be designated or any Subsidiary thereof) except as expressly permitted by Section 7.08 and (iii) neither such Person nor any of its Subsidiaries shall own any Equity Interests or Indebtedness of the Borrower or any of its Subsidiaries; (d) any designation of a Person as an Unrestricted Subsidiary shall constitute be deemed an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value immediately prior to such designation of such Covenant Entity's Investment therein. The the aggregate interest of the Borrower and its Restricted Subsidiaries in the Person so designated; (e) upon the designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of in accordance with this Section 7.16, any outstanding Liens or Indebtedness or Liens of such Subsidiary existing at must comply with Sections 7.01 and 7.03, respectively, and the Borrower and such time.Subsidiary shall comply with Sections 6.13 and 6.14 with respect to such Subsidiary; (bf) The Borrower no Person may not (x) designate any Restricted Subsidiary be designated as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrommore than once without the prior written consent of the Administrative Agent; (iig) in the case of clause (b)(x) only, (A) the no Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or owning any of its Subsidiariesthe assets or property comprising the Kensington Mine, the Borrower, Rochester Mine or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuancesthe Wharf Mine may be designated as an Unrestricted Subsidiary; and (iiih) no Person may be designated as an Unrestricted Subsidiary if the Consolidated Group Entities Unrestricted Subsidiaries, on an aggregate basis, do or would comprise more than 10% of consolidated revenues of the Borrower and its Subsidiaries. Any such designation shall be in compliance evidenced by (on i) providing notice to the Administrative Agent of the copy of the resolution of the board of directors of the Borrower giving effect to such designation and (ii) delivering to the Administrative Agent a Pro Forma Basis (as defined in certificate of a Responsible Officer of the Nexstar Credit Agreement)) Borrower certifying that such designation complies with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing requirements.

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at Designate any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unlessexcept that the U.S. Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that: (ia) immediately after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefromshall be caused thereby and the Group shall be in compliance with the financial covenants set forth in Section 6.07(a) and (b) on a pro forma basis; (iib) in the case of clause (b)(x) only, (A) the with respect to any Subsidiary to be so designated as an Unrestricted Subsidiary, such Subsidiary or any of its Subsidiaries does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness ofof or have any Investment in, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) other Subsidiary of the U.S. Borrower which is not a Subsidiary of the Subsidiary to be so designated does not Guarantee or otherwise provide an Unrestricted Subsidiary, (c) such Subsidiary is not party to any agreement, contract, arrangement or understanding with any Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to such Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrowers; (d) such Subsidiary is a Person with respect to which neither any Borrower nor any Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (e) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of any Borrower or is otherwise obligated under any Indenture Documentation, Subordinated DebtRestricted Subsidiaries; (f) neither any Borrower nor any Restricted Subsidiary will at any time (i) provide a guarantee of, or similar credit support to, any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (ii) be directly or indirectly liable for any Indebtedness of such Subsidiary or (iii) be directly or indirectly liable for any other public indebtedness Indebtedness which provides that the holder thereof may (upon notice, lapse of Nexstar Media time or any both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any other Indebtedness that is Indebtedness of such debt issuancesSubsidiary (including any corresponding right to take enforcement action against such Subsidiary); (g) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary; (h) at no time shall any Subsidiary be designated as an Unrestricted Subsidiary or maintained as an Unrestricted Subsidiary more than ten (10) Business Days after the time of delivery of the quarterly financial statements pursuant to Section 5.01(a) if (x) the Consolidated Adjusted EBITDA attributable to such Subsidiary, calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Adjusted EBITDA or (y) the total assets of such Subsidiary, determined in accordance with GAAP and calculated on an unconsolidated basis, exceeds 5.0% of Consolidated Total Assets; and (iiii) the Consolidated Group Entities any designation of a Restricted Subsidiary to an Unrestricted Subsidiary shall be deemed an Investment under Section 6.06 in an amount equal to the fair market value of the Subsidiary so designated. (j) Any such designation shall be evidenced by providing notice to the Administrative Agent of the copy of the resolution of the U.S. Borrower’s Board or Directors (or duly authorized committee thereof) giving effect to such designation and a certificate of an Authorized Officer certifying that such designation complies with the foregoing requirements. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary solely as a result of the application of Section 6.03(h), for purposes of determining compliance with Article VI, shall be treated as a Permitted Acquisition (on a Pro Forma Basis (as defined without any requirement to satisfy the definition thereof and without utilizing any portion of the amount specified in the Nexstar Credit Agreementproviso to Section 6.08(i)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as ), and all Indebtedness, Liens, Investments and any consensual encumbrance or restriction of the end type described in Section 6.05 of such Unrestricted Subsidiary shall be treated as Indebtedness, Liens, Investments and consensual encumbrances and restrictions of the most recent Test Period (as if type described in Section 6.05 of an entity acquired in a Permitted Acquisition. For the avoidance of doubt, such designation had occurred on shall not reduce the first day of such Test Period)Group’s ability to consummate Permitted Acquisitions.

Designation of Subsidiaries. (a) Subject to Section 10.23(b2.18(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, Representative may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Borrower Representative therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment the Borrower Representative’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower Representative may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and the Borrower Representative or its Restricted Subsidiaries, (B) the Subsidiary to be so designated does not Guarantee guarantee or otherwise provide credit support for the Senior Notes or is otherwise obligated under any other Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, Documentation or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuancesissuances and (C) neither the Borrower Representative nor the Restricted Subsidiaries shall at any time be directly or indirectly liable (or otherwise provide credit support for) for any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary); and (iii) the Consolidated Group Entities Borrower Representative shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)Basis) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)By action of its Board of Directors, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.1 (it being understood that as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if thereafter (x) it is a “Restricted Subsidiary” for the purpose of the Second Lien Loan Documents or any other Indebtedness of the Borrower or (y) the Borrower or any Restricted Subsidiary provides any guarantee or credit support of any kind, including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than pursuant to Section 7.2(l) and other than the pledge of Capital Stock of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Subsidiary of an Unrestricted Subsidiary may be a Restricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the value of the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.12 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), plus (C) the amount of all Investments outstanding pursuant to Section 7.8(o), as of the Designation Date shall not exceed 5% of the Consolidated Total Assets as of the Designation Date on a pro forma basis for such designation. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Covenant Entity Borrower therein at the date of designation in an amount equal to the fair market net book value of such Covenant Entity's Investment the Borrower’s or its Subsidiary’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred time and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien a return on any property of, any Consolidated Group Entities and (B) Investment by the Subsidiary Borrower in Unrestricted Subsidiaries pursuant to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness the preceding sentence in an amount equal to the Fair Market Value at the date of Nexstar Media or any such designation of its Subsidiaries, the Borrower, ’s or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis its Subsidiary’s (as defined applicable) Investment in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)Subsidiary.

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board The Board of directors Directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower as (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that (i) before and after such designation, no Event of Default shall have occurred and be continuing, (ii) before and after such designation, the Total Leverage Ratio shall not be greater than 4.50 to 1.00 after giving Pro Forma Effect thereto, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary as if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the ABL Facility, the Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value as determined by the Borrower in good faith of such Covenant Entity's the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The Board of Directors of the Borrower may at any time designate or re-designate any Unrestricted Subsidiary of the Borrower to be a Restricted Subsidiary, so long as such designation or re-designation would not result in an Event of Default. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. time and a return on any Investment by the Borrower in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or its Subsidiary’s (bas applicable) The Borrower Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not (x) designate any Restricted Subsidiary be subsequently re-designated as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, unless such re-designation would not result in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case an Event of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)Default.

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board The Board of directors Directors of the Administrative Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Administrative Borrower as (other than the Co-Borrower) to be an Unrestricted Subsidiary or any Subsidiary of designate (or re-designate, as the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of case may be) any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: Administrative Borrower; provided that (i) immediately before and after such designation (or re-designation), no Default shall have occurred and be continuing or would result therefrom; continuing, (ii) in the case of clause (b)(x) onlythe designation of a Subsidiary as an Unrestricted Subsidiary, (Ax) the Subsidiary to be so designated does not (directly, or indirectly indirectly, through its Subsidiaries) at such time own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Administrative Borrower or any Consolidated Group Entities of its Restricted Subsidiaries and (By) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Sections 6.04(n) and/or (o), (iii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, before and after giving effect to such designation, the total assets of all Unrestricted Subsidiaries (excluding intercompany accounts with other Unrestricted Subsidiaries to be so designated does not Guarantee at such time and investments in Subsidiaries of such Unrestricted Subsidiaries to be so designated at such time) shall be less than 5.0% of Consolidated Total Assets, and (iv) in the case of the designation (or otherwise provide credit support for re-designation, as the case may be) of an Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower, the incurrence of Indebtedness and Liens resulting from the designation (or re-designation, as the case may be) of such Unrestricted Subsidiary as a Restricted Subsidiary as described in the second succeeding sentence is otherwise obligated permitted by Sections 6.01 and 6.02; provided, further, that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” immediately after giving effect to any such designation hereunder and any other contemporaneous designation under any Refinancing Notes Indenture Documentation, Subordinated Debt, or any other public indebtedness Additional Permitted Unsecured Debt. The designation of Nexstar Media any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower therein at the date of designation in an amount equal to the aggregate Fair Market Value of the Administrative Borrower’s and its Restricted Subsidiaries’ Investment therein. The designation (or re-designation, as the case may be) of any Unrestricted Subsidiary as a Restricted Subsidiary of its Subsidiariesthe Administrative Borrower shall constitute, at the time of designation (or re-designation, as the case may be), the Borrower, or any Covenant Entity, or any Permitted Refinancing incurrence of any thereofIndebtedness or Liens of such Subsidiary existing at such time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. (b) Any designation (or any security re-designation, as the case may be) of a Restricted Subsidiary of the Administrative Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from a Responsible Officer of the Administrative Borrower to the Administrative Agent (i) other than with respect to any the designation of Xxxxxxx Tanker SRL as an Unrestricted Subsidiary promptly following completion of the Xxxxxxx Transfer, attaching a certified copy of a resolution of the Board of Directors of the Administrative Borrower giving effect to such debt issuances; and designation and (iiiii) certifying that such designation (or re-designation, as the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)case may be) complies with the Financial Covenant (as defined in the Nexstar Credit provisions of this Section 5.17 and was permitted by this Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the The board of directors (or similar governing body) of the Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would exist after giving effect to such designation, (b) after giving effect to such designation, the Borrower would be in compliance with the Financial Covenants of the most recently completed Measurement Period after giving pro forma effect thereto and to any other event during such Measurement Period as to which pro forma recalculation is appropriate as if such transactions had occurred as of the first day of such Measurement Period, (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries, has incurred, created, assumed, guaranteed or become liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Borrower or any Restricted Subsidiary, and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Borrower or any Restricted Subsidiary, (d) the Borrower shall deliver to the Administrative Agent prior to such designation a certificate of an Authorized Officer of the Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (c) of this Section 5.15 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary”, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary if (1) it owns material Intellectual Property or (2) after such designation, it would be a “Restricted Subsidiary” under any indenture or other agreement or instrument evidencing, governing the rights of the holders of or otherwise relating to any Material Indebtedness of the Parent, the Borrower or any other Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s Investment therein; provided, that upon a redesignation of such Covenant Entity's Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent Investment thereinin an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the Fair Market Value of Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the Fair Market Value of Investments of the Borrower and the Restricted Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Borrower’s and the Restricted Subsidiaries’ Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.13(b) below, the board of directors of the Administrative Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Loan Party therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Administrative Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Event of Default pursuant to Section 8.01(a), (f) or (g) (in the case of Section 8.01(f) or (g), with respect to any Borrower or any Parent) shall have occurred and or be continuing or would result therefrom;continuing; and (ii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and Parent, the Borrowers or any Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiary), (B) neither the Borrowers nor any Parent nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and Unrestricted Subsidiary), (iiiC) after giving effect to such designation, the Consolidated Group Entities shall be in compliance Total Outstandings would not exceed the Line Cap and (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)D) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as if more than 12.5% of the end of assets included in the most recent Test Period (as if calculation of the Borrowing Base are held by the Subsidiaries so designated, the Administrative Borrower shall have delivered to the Administrative Agent an updated Borrowing Base Certificate giving pro forma effect to such designation had occurred on or prior to the first day date of such Test Period)designation.

Designation of Subsidiaries. Designate (ai) Subject to Section 10.23(b)any Person as an Unrestricted Entity or (ii) any Unrestricted Entity as a Subsidiary of Parent, the board Holdings, Borrower or any of directors of the Borrower may, together with the board of directors of Nexstar Media, their respective Subsidiaries; except that Parent may at any time designate any Restricted Subsidiary of the Borrower Person (other than Parent, Holdings or Borrower) as an Unrestricted Entity or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Entity as a Subsidiary of Parent, Holdings, Borrower or any Subsidiary of their respective Subsidiaries provided that at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter): (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing or shall be caused thereby; (b) immediately after giving effect to such designation on a Pro Forma Basis, Borrower shall be in compliance with the covenants set forth in Section 9.1 and Section 9.2 as of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The relevant Measurement Period; (c) any designation of any Restricted Subsidiary of the Borrower a person as an Unrestricted Subsidiary Entity shall constitute be deemed an Investment by the applicable Covenant Entity under Section 9.8 (at the date election of designation Parent) in an amount equal to the fair market value immediately prior to such designation of the aggregate interest of Parent and its Subsidiaries in the person so designated; (d) with respect to any person to be designated as an Unrestricted Entity, (i) no Loan Party (other than the person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Capital Stock of the person to be designated or to maintain or preserve such Covenant person’s financial condition or to cause such person to achieve any specified levels of operating results (provided that for the avoidance of doubt, this clause (i) shall not prohibit arms-length services agreements between a Loan Party and an Unrestricted Entity's Investment therein. The ) and (ii) such Unrestricted Entity shall not own any Capital Stock of Parent or any of its Subsidiaries; (e) upon the designation of any Unrestricted Subsidiary Entity as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of in accordance with this Section 9.17, any outstanding Indebtedness or Liens of such Subsidiary existing at must comply with Section 9.3 and Section 9.4, respectively, and Parent and such time.Subsidiary shall comply with Section 8.6 with respect to such Subsidiary; (bf) The Borrower no Partnership Parks Entity may not (x) designate any Restricted Subsidiary be designated as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefromEntity; (iig) in no person may be designated as an Unrestricted Entity more than once without the case prior written consent of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuancesAdministrative Agent; and (iiih) no Subsidiary that exists on the Consolidated Group Entities Closing Date may be designated as an Unrestricted Entity. Any such designation shall be in compliance evidenced by (on i) providing notice to the Administrative Agent of the copy of the resolution of the Board of Directors of Borrower (or duly authorized committee thereof) giving effect to such designation and (ii) delivering to the Administrative Agent a Pro Forma Basis (as defined in certificate of a Responsible Officer of the Nexstar Credit Agreement)) Borrower certifying that such designation complies with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing requirements.

Designation of Subsidiaries. Designate (ai) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower Person as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of (ii) any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute or any of its respective Subsidiaries; except that the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) at any time after the Closing Date designate any Restricted Person (other than a Subsidiary Guarantor) as an Unrestricted Subsidiary or (y) designate an or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary of the Borrower so long as at the time of such designation (and in the case of clause (c), in each case unless:(e), and (g) below, at all times thereafter): (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefromshall be caused thereby; (b) with respect to any person to be designated as an Unrestricted Subsidiary, (i) no Loan Party or any Subsidiaries thereof (other than the person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Equity Interests of the person to be designated, to guaranty or otherwise directly or indirectly provide credit support for such person or to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results, (ii) in is not a party to any material agreement, or contract with the case Borrower or any of clause its Subsidiaries (b)(x) only, (A) other than the Subsidiary person to be so designated does or any Subsidiary thereof) except as expressly permitted by Section 6.05 and (iii) such Unrestricted Subsidiary shall not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) of the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media Borrower or any of its Subsidiaries, ; (c) any designation of a person as an Unrestricted Subsidiary shall be deemed an Investment in an amount equal to the Borrower, or any Covenant Entity, or any Permitted Refinancing fair market value immediately prior to such designation of the aggregate interest of the Borrower and its Subsidiaries in the person so designated; (d) upon the designation of any thereofUnrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 6.09, any outstanding Indebtedness or any security Liens of such Subsidiary must comply with Section 6.01 and Section 6.02, respectively, and the Borrower and such Subsidiary shall comply with Section 5.14 with respect to any such Subsidiary; (e) no person may be designated as an Unrestricted Subsidiary more than once without the prior written consent of such debt issuancesthe Administrative Agent; (f) none of Coeur Rochester, Coeur Alaska or Wharf may be designated as an Unrestricted Subsidiary; and (iiig) no person may be designated as an Unrestricted Subsidiary if the Unrestricted Subsidiaries, on an aggregate basis, do or would comprise more than 10% of Consolidated Group Entities EBITDA. Any such designation shall be in compliance evidenced by (on i) providing notice to the Administrative Agent of the copy of the resolution of the Board of Directors of the Borrower giving effect to such designation and (ii) delivering to the Administrative Agent a Pro Forma Basis (as defined in certificate of a Responsible Officer of the Nexstar Credit Agreement)) Borrower certifying that such designation complies with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing requirements.

Designation of Subsidiaries. Designate (ai) Subject to Section 10.23(b)any Person as an Unrestricted Entity or (ii) any Unrestricted Entity as a Subsidiary of Parent, the board Holdings, Borrower or any of directors of the Borrower may, together with the board of directors of Nexstar Media, their respective Subsidiaries; except that Parent may at any time designate any Restricted Subsidiary of the Borrower Person (other than Parent, Holdings or Borrower) as an Unrestricted Entity or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Entity as a Subsidiary of Parent, Holdings, Borrower or any Subsidiary of their respective Subsidiaries provided that at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter): (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing or shall be caused thereby; (b) immediately after giving effect to such designation on a Pro Forma Basis, Borrower shall be in compliance with the covenant set forth in Section 9.1applicable Financial Covenants as of the Borrower that is an Unrestricted Subsidiary relevant Measurement Period; (or with respect to Section 9.2, as a Restricted Subsidiary. The of such date); (c) any designation of any Restricted Subsidiary of the Borrower a person as an Unrestricted Subsidiary Entity shall constitute be deemed an Investment by the applicable Covenant Entity under Section 9.8 (at the date election of designation Parent) in an amount equal to the fair market value immediately prior to such designation of the aggregate interest of Parent and its Subsidiaries in the person so designated; (d) with respect to any person to be designated as an Unrestricted Entity, (i) no Loan Party(other than the person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Capital Stock of the person to be designated or to maintain or preserve such Covenant person’s financial condition or to cause such person to achieve any specified levels of operating results (provided that for the avoidance of doubt, this clause (i) shall not prohibit arms-length services agreements between a Loan Party and an Unrestricted Entity's Investment therein. The ) and (ii) such Unrestricted Entity shall not own any Capital Stock of Parent or any of its Subsidiaries; (e) upon the designation of any Unrestricted Subsidiary Entity as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of in accordance with this Section 9.17, any outstanding Indebtedness or Liens of such Subsidiary existing at must comply with Section 9.3 and Section 9.4, respectively, and Parent and such time.Subsidiary shall comply with Section 8.6 with respect to such Subsidiary; (bf) The Borrower no Partnership Parks Entity may not (x) designate any Restricted Subsidiary be designated as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefromEntity; (iig) in no person may be designated as an Unrestricted Entity more than once without the case prior written consent of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuancesAdministrative Agent; and (iiih) no Subsidiary that exists on the Consolidated Group Entities Closing Date may be designated as an Unrestricted Entity. Any such designation shall be in compliance evidenced by (on i) providing notice to the Administrative Agent of the copy of the resolution of the Board of Directors of Borrower (or duly authorized committee thereof) giving effect to such designation and (ii) delivering to the Administrative Agent a Pro Forma Basis (as defined in certificate of a Responsible Officer of the Nexstar Credit Agreement)) Borrower certifying that such designation complies with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing requirements.

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.17(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, Borrowers may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, that any Subsidiary which is designated as an Unrestricted Subsidiary and subsequently redesignated as a Restricted Subsidiary may not thereafter be redesignated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity such Borrower therein at the date of designation in an amount equal to the fair market net book value of such Covenant Entity's Investment Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the an incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower Borrowers may not designate (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an any Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or Event of Default exists or would result therefrom;; and (ii) in the case of clause (b)(xx) only, (A) the Restricted Subsidiary to be so designated does not (directly, or indirectly through its own Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities Borrower and (B) neither the Borrowers nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject The Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to Section 10.23(b)be an Unrestricted Subsidiary unless (A) such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the board Borrower or any Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the subsidiary to be so designated) (B) the assets of such subsidiary are included in the Borrowing Base; provided that (i) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing; (iv) either: (A) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (B) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and (v) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower may, together with the board of directors of Nexstar Media, at any time designate or any Restricted Subsidiary of the Borrower Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Specified Senior Indebtedness or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timeJunior Financing. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as to be a Restricted Subsidiary; provided that, in each case unless: (i) immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom;and either: (i) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (ii) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the case Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) resolution of the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, board of directors of the Borrower or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect committee thereof giving effect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) designation and an Officer’s Certificate certifying that such designation complied with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing provisions.

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.17(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, Borrowers may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, that any Subsidiary which is designated as an Unrestricted Subsidiary and subsequently redesignated as a Restricted Subsidiary may not thereafter be redesignated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity such Borrower therein at the date of designation in an amount equal to the fair market net book value of such Covenant Entity's Borrower’s investment therein, which Investment thereinshall be permitted to the extent the Borrowers Parties have capacity for a Restricted Payment in the same amount as such Investment pursuant to the basket set forth in Section 8.4(f). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the an incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower Borrowers may not designate (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an any Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or Event of Default exists or would result therefrom;; and (ii) in the case of clause (b)(xx) only, (A) the Restricted Subsidiary to be so designated does not (directly, or indirectly through its own Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities Borrower and (B) neither the Borrowers nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. Designate (ai) Subject to Section 10.23(b)any Person as an Unrestricted Entity or (ii) any Unrestricted Entity as a Subsidiary of Parent, the board Holdings, Borrower or any of directors of the Borrower may, together with the board of directors of Nexstar Media, their respective Subsidiaries; except that Parent may at any time designate any Restricted Subsidiary of the Borrower Person (other than Parent, Holdings or Borrower) as an Unrestricted Entity or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Entity as a Subsidiary of Parent, Holdings, Borrower or any of their respective Subsidiaries provided that at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter): (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or shall be caused thereby; (b) immediately after giving effect to such designation on a Pro Forma Basis, Borrower shall be in compliance with the covenants set forth in Section 9.1 and Section 9.2 as of the relevant Measurement Period; (c) with respect to any person to be designated as an Unrestricted Entity, (i) no Loan Party (other than the person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Capital Stock of the Borrower person to be designated or to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results (provided that is for the avoidance of doubt, this clause (i) shall not prohibit arms-length services agreements between a Loan Party and an Unrestricted Subsidiary as a Restricted Subsidiary. The Entity) and (ii) such Unrestricted Entity shall not own any Capital Stock or Indebtedness of Parent or any of its Subsidiaries; (d) any designation of any Restricted Subsidiary of the Borrower a person as an Unrestricted Subsidiary Entity shall constitute be deemed an Investment by the applicable Covenant Entity under Section 9.8(v) or 9.8(z) (at the date election of designation Parent) in an amount equal to the fair market value immediately prior to such designation of such Covenant Entity's Investment therein. The the aggregate interest of the Parent and its Subsidiaries in the person so designated; (e) upon the designation of any Unrestricted Subsidiary Entity as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of in accordance with this Section 9.17, any outstanding Indebtedness or Liens of such Subsidiary existing at must comply with Section 9.3 and Section 9.4, respectively, and the Parent and such time.Subsidiary shall comply with Section 8.6 with respect to such Subsidiary; (bf) The Borrower no person may not be designated as an Unrestricted Entity more than once without the prior written consent of the Administrative Agent; (xg) designate any Restricted Subsidiary that exists on the Closing Date as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iiih) designate any of the Consolidated Group Partnership Parks Entities as an Unrestricted Entity. Any such designation shall be in compliance evidenced by (on i) providing notice to the Administrative Agent of the copy of the resolution of the Board of Directors of Borrower (or duly authorized committee thereof) giving effect to such designation and (ii) delivering to the Administrative Agent a Pro Forma Basis (as defined in certificate of a Responsible Officer of the Nexstar Credit Agreement)) Borrower certifying that such designation complies with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing requirements.

Designation of Subsidiaries. 191 (a) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's ’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.20(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, Borrowers may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, that any Subsidiary which is designated as an Unrestricted Subsidiary and subsequently redesignated as a Restricted Subsidiary may not thereafter be redesignated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity such Borrower therein at the date of designation in an amount equal to the fair market net book value of such Covenant Entity's Investment Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the an incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) . The Borrower Borrowers may not designate (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an any Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) : no Default shall have occurred and be continuing or Event of Default exists or would result therefrom; (ii) ; and in the case of clause (b)(xx) only, (A) the Restricted Subsidiary to be so designated does not (directly, or indirectly through its own Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities Borrower and (B) neither the Borrowers nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.11(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, Parent may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Parent therein at the date of designation in an amount equal to the fair market value Fair Market Value of such Covenant Entity's Investment the Parent’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower Parent may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) the Parent shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.1, calculated as of the last day of the most recently ended fiscal quarter of the Parent for which financial statements have been delivered pursuant to Section 6.1; (ii) no Default shall have occurred and be continuing or Event of Default exists or would result therefrom;; and (iiiii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, Capital Stock or own or hold any Lien on any property ofof the Parent or any Restricted Subsidiary, any Consolidated Group Entities and (B) to the extent any Indebtedness of the Subsidiary to be so designated does is not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Non-Recourse Debt, any guarantee thereof by the Parent or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; andRestricted Subsidiary is permitted under Sections 7.2 and 7.8. (iiic) Notwithstanding anything to the Consolidated Group Entities contrary contained in this Agreement, (i) none of SXCP or its Restricted Subsidiaries may be designated as an Unrestricted Subsidiary and (ii) for purposes of determining whether the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with Section 7.8, such compliance shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as determined without utilization of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Periodinvestment capacity provided by Section 7.8(u) and Section 7.8(v).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)By action of its Board of Directors, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.1 (it being understood that as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if thereafter (x) it is a “Restricted Subsidiary” for the purpose of the Second Lien Loan Documents or any other Indebtedness of the Borrower or (y) the Borrower or any Restricted Subsidiary provides any guarantee or credit support of any kind, including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than pursuant to Section 7.2(l) and other than the pledge of Capital Stock of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Subsidiary of an Unrestricted Subsidiary may be a Restricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the value of the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.11 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), plus (C) the amount of all Investments outstanding pursuant to Section 7.8(o), as of the Designation Date shall not exceed 5% of the Consolidated Total Assets as of the Designation Date on a pro forma basis for such designation. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Covenant Entity Borrower therein at the date of designation in an amount equal to the fair market net book value of such Covenant Entity's Investment the Borrower’s or its Subsidiary’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred time and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien a return on any property of, any Consolidated Group Entities and (B) Investment by the Subsidiary Borrower in Unrestricted Subsidiaries pursuant to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness the preceding sentence in an amount equal to the Fair Market Value at the date of Nexstar Media or any such designation of its Subsidiaries, the Borrower, ’s or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis its Subsidiary’s (as defined applicable) Investment in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)Subsidiary.

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.14(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, Company may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Company therein at the date of designation in an amount equal to the fair market net book value of such Covenant Entity's Investment the Company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (ba) The Borrower Company may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or Event of Default exists or would result therefrom; (ii) the Senior Secured Incurrence Test (calculated on a Pro Forma Basis) would be satisfied immediately after giving effect to such designation; and (iii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Consolidated Group Entities Restricted Subsidiary, and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.13(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Loan Party therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Specified Event of Default shall have occurred and or be continuing or would result therefrom;continuing; and (ii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Parent, the Borrower or any Consolidated Group Entities Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiary) and (B) neither the Borrower nor the Parent nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's '’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.13(b) below, the board of directors of the Lead Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower (other than a Company) as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity such Borrower therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the applicable Borrower) of such Covenant Entity's Investment Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Lead Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or Event of Default exists or would result therefrom;; and (ii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities Company or any Restricted Subsidiary, and (B) no Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the Subsidiary holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board The Board of directors Directors of the Administrative Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Administrative Borrower as (other than the Co-Borrower or Subsidiary HoldCo) to be an Unrestricted Subsidiary or any Subsidiary of designate (or re-designate, as the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of case may be) any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: Administrative Borrower; provided that (i) immediately before and after such designation (or re-designation), no Default shall have occurred and be continuing or would result therefrom; continuing, (ii) in the case of clause (b)(x) onlythe designation of a Subsidiary as an Unrestricted Subsidiary, (Ax) the Subsidiary to be so designated does not (directly, or indirectly indirectly, through its Subsidiaries) at such time own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Administrative Borrower or any Consolidated Group Entities of its Restricted Subsidiaries and (By) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Sections 6.04(n) and/or (o), (iii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, before and after giving effect to such designation, the total assets of all Unrestricted Subsidiaries (excluding intercompany accounts with other Unrestricted Subsidiaries to be so designated does not Guarantee at such time and investments in Subsidiaries of such Unrestricted Subsidiaries to be so designated at such time) shall be less than 5.0% of Consolidated Total Assets, and (iv) in the case of the designation (or otherwise provide credit support for re-designation, as the case may be) of an Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower, the incurrence of Indebtedness and Liens resulting from the designation (or re-designation, as the case may be) of such Unrestricted Subsidiary as a Restricted Subsidiary as described in the second succeeding sentence is otherwise obligated permitted by Sections 6.01 and 6.02; provided, further, that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” immediately after giving effect to any such designation hereunder and any other contemporaneous designation under any Refinancing Notes Indenture Documentation, Subordinated Debt, or any other public indebtedness Additional Permitted Unsecured Debt. The designation of Nexstar Media any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower therein at the date of designation in an amount equal to the aggregate Fair Market Value of the Administrative Borrower’s and its Restricted Subsidiaries’ Investment therein. The designation (or re-designation, as the case may be) of any Unrestricted Subsidiary as a Restricted Subsidiary of its Subsidiariesthe Administrative Borrower shall constitute, at the time of designation (or re-designation, as the case may be), the Borrower, or any Covenant Entity, or any Permitted Refinancing incurrence of any thereof, Indebtedness or any security with respect to any Liens of such debt issuances; and (iii) Subsidiary existing at such time. Notwithstanding the Consolidated Group Entities shall foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be in compliance (on a Pro Forma Basis (subsequently re-designated as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)an Unrestricted Subsidiary.

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time The Company may designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of redesignate any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness and may designate or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (a) the Company shall have given not less than 10 days' prior written notice to the holders of the Notes that a Senior Financial Officer has made such determination, (b) at the time of such designation or redesignation and immediately after giving effect thereto: (i) no Default or Event of Default would exist and (ii) the Company would be permitted by the provisions of Section 10.6(a) to incur at least $1.00 of additional Indebtedness, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or capital stock of the Company or any Restricted Subsidiary, (yii) designate such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 10.9(b)(ii), (iii) neither the Company nor any Restricted Subsidiary shall be liable for any Indebtedness of such Unrestricted Subsidiary so designated (other than Indebtedness which at the time of incurrence shall be permitted within the limitations of Section 10.6(b) or at the time of such designation shall be permitted within the limitations of Section 10.8(a) and 10.6(b)), (iv) no default or condition in respect of any Indebtedness of such Unrestricted Subsidiary so designated could as a consequence of such default or condition cause or permit any Indebtedness of the Company or any Restricted Subsidiary to become, or to be declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, (v) any continuing Investment in the capital stock of such Subsidiary held by the Company or of any Restricted Subsidiary shall at the time of such designation be permitted (without reference to paragraph (a) of the definition of _Restricted Investments_ ), within the limitations of Section 10.8, and (vi) such designation shall not result in the imposition of a Lien on the assets of the Company or any Restricted Subsidiary, other than a Lien permitted within the limitations of Section 10.7,] (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto: (i) all outstanding Indebtedness and Preferred Stock of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.6(b) and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.7, other than Section 10.7(f) notwithstanding that any such Lien existed as of the date of Closing), and (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default such Unrestricted Subsidiary shall not at any time after the date of this Agreement have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the previously been designated as a Restricted Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)more than once.

Designation of Subsidiaries. Designate (ai) Subject to Section 10.23(b)any Person as an Unrestricted Entity or (ii) any Unrestricted Entity as a Subsidiary of Parent, the board Holdings, Borrower or any of directors of the Borrower may, together with the board of directors of Nexstar Media, their respective Subsidiaries; except that Parent may at any time designate any Restricted Subsidiary of the Borrower Person (other than Parent, Holdings or Borrower) as an Unrestricted Entity or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Entity as a Subsidiary of Parent, Holdings, Borrower or any Subsidiary of their respective Subsidiaries provided that at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter): (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing or shall be caused thereby; (b) immediately after giving effect to such designation on a Pro Forma Basis, Borrower shall be in compliance with the applicable Financial CovenantsSection 9.1 as of the Borrower that is an Unrestricted Subsidiary relevant Measurement Period (or with respect to Section 9.2, as a Restricted Subsidiary. The of such date); (c) any designation of any Restricted Subsidiary of the Borrower a person as an Unrestricted Subsidiary Entity shall constitute be deemed an Investment by the applicable Covenant Entity under Section 9.8 (at the date election of designation Parent) in an amount equal to the fair market value immediately prior to such designation of the aggregate interest of Parent and its Subsidiaries in the person so designated; (d) with respect to any person to be designated as an Unrestricted Entity, (i) no Loan Party (other than the person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Capital Stock of the person to be designated or to maintain or preserve such Covenant person’s financial condition or to cause such person to achieve any specified levels of operating results (provided that for the avoidance of doubt, this clause (i) shall not prohibit arms-length services agreements between a Loan Party and an Unrestricted Entity's Investment therein. The ) and (ii) such Unrestricted Entity shall not own any Capital Stock of Parent or any of its Subsidiaries; (e) upon the designation of any Unrestricted Subsidiary Entity as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of in accordance with this Section 9.17, any outstanding Indebtedness or Liens of such Subsidiary existing at must comply with Section 9.3 and Section 9.4, respectively, and Parent and such time.Subsidiary shall comply with Section 8.6 with respect to such Subsidiary; (bf) The Borrower no Partnership Parks Entity may not (x) designate any Restricted Subsidiary be designated as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefromEntity; (iig) in no person may be designated as an Unrestricted Entity more than once without the case prior written consent of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuancesAdministrative Agent; and (iiih) no Subsidiary that exists on the Consolidated Group Entities Closing Date may be designated as an Unrestricted Entity. Any such designation shall be in compliance evidenced by (on i) providing notice to the Administrative Agent of the copy of the resolution of the Board of Directors of Borrower (or duly authorized committee thereof) giving effect to such designation and (ii) delivering to the Administrative Agent a Pro Forma Basis (as defined in certificate of a Responsible Officer of the Nexstar Credit Agreement)) Borrower certifying that such designation complies with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing requirements.

Designation of Subsidiaries. (a) Subject to the limitations set forth in this Section 10.23(b5.01(l), the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time on or after the Effective Date, designate any Restricted Subsidiary of the Borrower (other than any Loan Party) as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary by providing written notice thereof to the Administrative Agent; provided that (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (b) on a pro forma basis, the Payment Conditions shall have been satisfied, and (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if (i) after such designation, it is a “restricted subsidiary”, or otherwise obligated as a borrower or guarantor, under any documentation governing Debt permitted under Section 5.02(b)(viii), 5.02(b)(xi) or 5.02(b)(xviii) hereof, (ii) such Subsidiary owns any Equity Interests of any Restricted Subsidiary, (iii) such Subsidiary owns any Intellectual Property, or (iv) such Subsidiary has any material liabilities, is engaged in any business or commercial activities, or owns any assets with a book value of more than $10,000,000 in the aggregate. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or other applicable Covenant Entity Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment the Borrower or its Restricted Subsidiaries’ (as applicable) Investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence constitute, at the time of designation such designation, the incurrence of any Indebtedness or Liens Debt of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an and the Liens on the assets of such Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in outstanding on the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any date of such debt issuances; and (iii) designation. No Subsidiary can be designated as an Unrestricted Subsidiary hereunder unless such Subsidiary is designated as an Unrestricted Subsidiary under the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar ABL Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.13(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of (other than the Borrower Co-Borrower) as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted #95787455v10 Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Loan Party therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Specified Event of Default shall have occurred and or be continuing or would result therefromcontinuing; (ii) at the time of such designation, the Consolidated Total Net Leverage Ratio of the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.00:1.00; and (iii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own (i) any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Consolidated Group Entities Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiary) or (ii) any intellectual property (other than any intellectual property that, in the reasonable business judgment of the Borrower, is immaterial to, or no longer used in or necessary for, the conduct of the business of the Borrower or any Restricted Subsidiary) and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)After the Closing Date, the board Borrower may from time to time designate any of directors its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower may, together with the board of directors of Nexstar Media, at any time designate or any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that no Default or Event of Default shall have occurred and be continuing and the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 6.01; and provided, further that is an Unrestricted Subsidiary as a Restricted Subsidiary. The (i) such designation of any Restricted Subsidiary complies with Section 7.06; and (ii) each of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence be so designated and its Subsidiaries has not at the time of designation designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Indebtedness Loan Party or Liens of such Subsidiary existing at such timeany Restricted Subsidiary. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as to be a Restricted Subsidiary; provided, in each case unless: (i) that, immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered (or would result therefrom;were required to be delivered) pursuant to Section 6.01; and provided, further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable at such time. (iic) Any such designation by the Borrower shall be notified by the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that such designation complied with the foregoing provisions. The Borrower shall not be permitted to designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary is not designated as an Unrestricted Subsidiary (or equivalent term) in the case of clause (b)(x) only, (A) the Subsidiary documentation relating to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as Indebtedness of the end Loan Parties in excess of the most recent Test Period Threshold Amount (as if to the extent permissible under such designation had occurred on the first day of such Test PeriodIndebtedness).

Designation of Subsidiaries. Designate (ai) Subject to Section 10.23(b)any Person as an Unrestricted Entity or (ii) any Unrestricted Entity as a Subsidiary of Parent, the board Holdings, Borrower or any of directors of the Borrower may, together with the board of directors of Nexstar Media, their respective Subsidiaries; except that Parent may at any time designate any Restricted Subsidiary of the Borrower Person (other than Parent, Holdings or Borrower) as an Unrestricted Entity or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Entity as a Subsidiary of Parent, Holdings, Borrower or any Subsidiary of their respective Subsidiaries provided that at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter): (a) immediately before and after such designation, no Event of Default shall have occurred and be continuing or shall be caused thereby; (b) immediately after giving effect to such designation on a Pro Forma Basis, Borrower shall be in compliance with the applicable Financial Covenants as of the Borrower that is an Unrestricted Subsidiary relevant Measurement Period (or with respect to Section 9.2, as a Restricted Subsidiary. The of such date); (c) any designation of any Restricted Subsidiary of the Borrower a person as an Unrestricted Subsidiary Entity shall constitute be deemed an Investment by the applicable Covenant Entity under Section 9.8 (at the date election of designation Parent) in an amount equal to the fair market value immediately prior to such designation of the aggregate interest of Parent and its Subsidiaries in the person so designated; (d) with respect to any person to be designated as an Unrestricted Entity, (i) no Loan Party (other than the person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Capital Stock of the person to be designated or to maintain or preserve such Covenant person’s financial condition or to cause such person to achieve any specified levels of operating results (provided that for the avoidance of doubt, this clause (i) shall not prohibit arms-length services agreements between a Loan Party and an Unrestricted Entity's Investment therein. The ) and (ii) such Unrestricted Entity shall not own any Capital Stock of Parent or any of its Subsidiaries; (e) upon the designation of any Unrestricted Subsidiary Entity as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of in accordance with this Section 9.17, any outstanding Indebtedness or Liens of such Subsidiary existing at must comply with Section 9.3 and Section 9.4, respectively, and Parent and such time.Subsidiary shall comply with Section 8.6 with respect to such Subsidiary; (bf) The Borrower no Partnership Parks Entity may not (x) designate any Restricted Subsidiary be designated as an Unrestricted Subsidiary or Entity; (yg) designate no person may be designated as an Unrestricted Entity more than once without the prior written consent of the Administrative Agent; and ​ ​ (h) no Subsidiary that exists on the Closing Date may be designated as a Restricted Subsidiary, in each case unless: an Unrestricted Entity. Any such designation shall be evidenced by (i) no Default shall have occurred providing notice to the Administrative Agent of the copy of the resolution of the Board of Directors of Borrower (or duly authorized committee thereof) giving effect to such designation and be continuing or would result therefrom; (ii) in delivering to the case Administrative Agent a certificate of clause (b)(x) only, (A) a Responsible Officer of the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of Borrower certifying that such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) designation complies with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing requirements.

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board of directors of the The Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. ; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the Financial Covenants as of the end of the most recently ended Test Period, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if after giving effect to such designation, it would be a “Restricted Subsidiary” under any Subordinated Indebtedness, any Indebtedness incurred pursuant to Sections 5.3(t) or (x), or any other material Indebtedness of a Credit Party, (d) no Unrestricted Subsidiary shall own any Stock or Stock Equivalents in the Borrower or any of its Restricted Subsidiaries, (e) in no event shall any Unrestricted Subsidiary own any material intellectual property that is material to the business of the Borrower and any of its Restricted Subsidiaries, taken as a whole, and (f) as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to Agent a certificate signed by a Responsible Officer setting forth in reasonable detail the calculations demonstrating compliance with the foregoing The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Person’s (as applicable) Investment thereintherein and the Investment resulting from such designation must otherwise be in compliance with and permitted under Section 5.2. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an ; provided that upon a re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to have an Investment in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) a Restricted Subsidiary in an amount equal to the case book value of clause (b)(x) only, (A) Borrower’s “Investment” in such Restricted Subsidiary at the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property oftime of such re-designation. Notwithstanding the foregoing, any Consolidated Group Entities and (B) the Unrestricted Subsidiary to that has been re-designated a Restricted Subsidiary may not be so subsequently re-designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)an Unrestricted Subsidiary.

Designation of Subsidiaries. (a) Subject to Section 10.23(b), the board of directors of the The Borrower may, together with the board of directors of Nexstar Media, Representative may at any time and from time to time after the Fourth Amendment Effective Date designate any Restricted Subsidiary of the Borrower Borrowers (other than a Borrower) as an Unrestricted Subsidiary or and re-designate any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and immediately after giving effect to any such designation or re-designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect to the reclassification of investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (x) any Subordinated Indebtedness, Permitted Ratio Debt or Indebtedness incurred under Section 6.01(o), each in an aggregate amount exceeding $10,000,000, or (y) the Term Loan Agreement, (iii) as of the date of the designation thereof, no Unrestricted Subsidiary owns any Equity Interests in any Restricted Subsidiary of any Borrower or holds any Indebtedness of or any Lien on any property of any Borrower or any Restricted Subsidiary (unless such Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or grant such Lien in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02 and the relevant transaction with such Person is permitted pursuant to Section 6.09), (iv) no Unrestricted Subsidiary may own (or be licensee of) any material intellectual property or other material assets, or own the Equity Interests of any Subsidiary that owns (or is the licensee of) material intellectual property or other material assets, at any time, (v) upon any such designation that results (on a pro forma basis) in a reduction of the Borrowing Base (since the delivery of the most recent Borrowing Base Certificate to the Administrative Agent) by greater than 5% of the Borrowing Base (based on the most recent Borrowing Base Certificate delivered to the Administrative Agent), the Borrower Representative shall be required to deliver an updated Borrowing Base Certificate, and (vi) the Payment Condition must be satisfied in respect of such designation. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary on any date after the Fourth Amendment Effective Date shall constitute an Investment investment by the applicable Covenant Entity at Borrowers therein on the date of designation in an amount equal to the fair market value of the aggregate investment therein of the Borrowers and their Restricted Subsidiaries (as applicable) on such Covenant Entity's Investment thereindate. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute (i) the incurrence at the time of re-designation of any investment, Indebtedness or Liens of such Subsidiary existing at such time. time and (bii) The Borrower may not a return on any investment by the Borrowers in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) designate any the fair market value at the date of such re-designation of the Borrowers or their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary and (y) the amount of the investment originally made in respect of the designation of such Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Designation of Subsidiaries. The Parent may not designate (ai) Subject to Section 10.23(b), the board of directors any Person as an Unrestricted Entity or (ii) any Unrestricted Entity as a Subsidiary of the Borrower may, together with the board Parent or any of directors of Nexstar Media, its respective Subsidiaries; except that Parent may at any time designate any Restricted Person (other than the Parent or the Borrowers) as an Unrestricted Entity or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Entity as a Subsidiary of the Borrower Parent or any of its respective Subsidiaries so long as at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter): (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or shall be caused thereby; (b) immediately after giving effect to such designation on a Pro Forma Basis, the Parent shall be in compliance with the covenants set forth in Section 9.15 as of the relevant Measurement Period; (c) with respect to any person to be designated as an Unrestricted Subsidiary Entity, (i) no Credit Party or any Subsidiaries thereof (other than the person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Capital Stock of the Borrower that person to be designated, to guaranty or otherwise directly or indirectly provide credit support for such person or to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results, (ii) is an not a party to any material agreement, or contract with the Parent or any of its Subsidiaries (other than the person to be designated or any Subsidiary thereof) except as expressly permitted by Section 9.7 and (iii) such Unrestricted Subsidiary as a Restricted Subsidiary. The Entity shall not own any Capital Stock or Indebtedness of the Parent or any of its Subsidiaries; (d) any designation of any Restricted Subsidiary of the Borrower a person as an Unrestricted Subsidiary Entity shall constitute be deemed an Investment by the applicable Covenant Entity under Section 9.3(g) or 9.3(k) (at the date election of designation the Parent) in an amount equal to the fair market value immediately prior to such designation of such Covenant Entity's Investment therein. The the aggregate interest of the Parent and its Subsidiaries in the person so designated; (e) upon the designation of any Unrestricted Subsidiary Entity as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of in accordance with this Section 9.18, any outstanding Indebtedness or Liens of such Subsidiary existing at must comply with Section 9.1 and Section 9.2, respectively, and the Parent and such time.Subsidiary shall comply with Section 8.14 with respect to such Subsidiary; (bf) The Borrower no person may not (x) designate any Restricted Subsidiary be designated as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) in Entity more than once without the case prior written consent of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuancesAdministrative Agent; and (iiig) no person may be designated as an Unrestricted Entity if the Unrestricted Entities, on an aggregate basis, comprise more than 20% of the least of (a) Consolidated Group Entities EBITDA, (b) gross revenues of the Parent and its Subsidiaries and (c) Tangible Net Worth. Any such designation shall be in compliance evidenced by (on i) providing notice to the Administrative Agent of the copy of the resolution of the Board of Directors of the Parent (or duly authorized committee thereof) giving effect to such designation and (ii) delivering to the Administrative Agent a Pro Forma Basis (as defined in certificate of a Responsible Officer of the Nexstar Credit Agreement)) Parent certifying that such designation complies with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing requirements.

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.14(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Borrower therein at the date of designation in an amount equal to the sum of (i) the net book value of the Loan Parties’ equity interest in such Subsidiary plus (ii) the excess over book value of the fair market value of any internally developed intellectual property of such Covenant Entity's Investment Subsidiary the fair market value and the net book value of Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) no Default shall have occurred and be continuing or Event of Default exists or would result therefrom;; and (ii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Consolidated Group Entities Restricted Subsidiary, and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)6.13(b) below, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity Loan Party therein at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.-107- #95982248v17 (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: unless (i) no Specified Event of Default shall have occurred or be continuing; and be continuing or would result therefrom; (ii) in the case of clause (b)(xx) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities Parent, the Borrower or any Restricted Subsidiary (unless such Restricted Subsidiary is also designated an Unrestricted Subsidiary) and (B) neither the Borrower nor any Parent nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be so designated does not Guarantee accelerated or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, or any other public indebtedness payable prior to its stated maturity upon the occurrence of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test PeriodUnrestricted Subsidiary).

Designation of Subsidiaries. (a) Subject to Section 10.23(b)After the Closing Date, the board of directors of the Borrower may, together with the board of directors of Nexstar Media, may at any time and from time to time designate any of its Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (other than solely any Subsidiary of the Borrower Subsidiary to be so designated); provided, that is an Unrestricted Subsidiary as a Restricted Subsidiary. The (i) no Default or Event of Default shall have occurred and be continuing before and after giving effect to such designation of any Restricted Subsidiary of and (ii) the Borrower as an Unrestricted and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.08 for the most recently ended Test Period for which Required Financial Statements have been delivered (whether or not then required to be tested) and provided, further that (A) such designation complies with Section 7.05; and (B) neither the Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date to be so designated nor any of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence its Subsidiaries has at the time of designation designation, created, incurred, issued, assumed, guaranteed or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Indebtedness Loan Party or Liens of such Subsidiary existing at such timeany Restricted Subsidiary. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as to be a Restricted Subsidiary; provided that, in each case unless: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.08 for the most recently ended Test Period for which Required Financial Statements have been delivered (whether or would result therefrom;not then required to be tested); provided further, that any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such designation shall be deemed incurred or established, as applicable, at the time of such designation. (iic) For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the case of clause (b)(x) only, (A) the Subsidiary so designated will be deemed to be so designated does not (directlyInvestments in an amount determined as set forth in the definition of “Investment”. Such designation will be permitted only if an Investment in such amount would be permitted at such time, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentationof the provisions of this Agreement, Subordinated Debt, or any other public indebtedness and if such Subsidiary otherwise meets the definition of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances; andan “Unrestricted Subsidiary.” (iiid) Any such designation by the Consolidated Group Entities Borrower shall be in compliance (on notified by the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a Pro Forma Basis (as defined in certificate of a Responsible Officer of the Nexstar Credit Agreement)) Borrower certifying that such designation complied with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if foregoing provisions, whereupon such designation had occurred on the first day of such Test Period)shall be immediately effective.

Designation of Subsidiaries. (a) Subject The Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to Section 10.23(b)be an Unrestricted Subsidiary unless (A) such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the board Borrower or any Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the subsidiary to be so designated) (B) the assets of such subsidiary are included in the Borrowing Base; provided that (i) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing; (iv) either: (A) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (B) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and (v) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower may, together with the board of directors of Nexstar Media, at any time designate or any Restricted Subsidiary of the Borrower Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Senior Notes, the Subordinated Notes or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timeJunior Financing. (b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as to be a Restricted Subsidiary; provided that, in each case unless: (i) immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom;and either: (i) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Excess Cash Availability test described in Section 6.01(a); or (ii) Excess Cash Availability for the Borrower and its Restricted Subsidiaries would be greater than or equal to Excess Cash Availability immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the case Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, any Consolidated Group Entities and (B) resolution of the Subsidiary to be so designated does not Guarantee or otherwise provide credit support for or is otherwise obligated under any Indenture Documentation, Subordinated Debt, board of directors of the Borrower or any other public indebtedness of Nexstar Media or any of its Subsidiaries, the Borrower, or any Covenant Entity, or any Permitted Refinancing of any thereof, or any security with respect committee thereof giving effect to any of such debt issuances; and (iii) the Consolidated Group Entities shall be in compliance (on a Pro Forma Basis (as defined in the Nexstar Credit Agreement)) designation and an Officer’s Certificate certifying that such designation complied with the Financial Covenant (as defined in the Nexstar Credit Agreement) as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period)foregoing provisions.